Independent Contractor Agreement

This Independent Contractor Agreement is entered into between Upplio AI ("Company") and the contractor identified in the signature block ("Contractor").

1. Services and Scope

The Contractor will provide the services described in one or more Statements of Work ("SOW"). Each SOW sets out deliverables, timeline, acceptance criteria and fees.

2. Independent Contractor Status

The Contractor is an independent contractor and not an employee, agent or partner of the Company, and is solely responsible for its own income taxes, GST (if applicable), insurance and statutory contributions.

3. Fees and Payment

The Company will pay the fees stated in the SOW within thirty (30) days of receipt of an undisputed invoice. Fees exclude applicable taxes.

4. Intellectual Property Assignment

All deliverables, work product, source code, designs, models, prompts, documentation and derivative works created by the Contractor in performance of the Services ("Work Product") are works made for hire. To the extent Work Product does not qualify as work made for hire, the Contractor hereby irrevocably assigns to the Company all right, title and interest in and to the Work Product, including all intellectual-property rights, worldwide, and waives all moral rights to the extent permitted by law.

5. Pre-existing Materials

If the Contractor incorporates any pre-existing materials into Work Product, the Contractor grants the Company a perpetual, worldwide, royalty-free, sub-licensable licence to use, modify and distribute such materials as part of the Work Product.

6. Confidentiality

The Contractor will treat all non-public information received from the Company as confidential and use it only to perform the Services, on terms equivalent to the Mutual NDA.

7. Non-Solicitation

During the term and for twelve (12) months thereafter, the Contractor will not solicit for employment or engagement any employee or contractor of the Company with whom the Contractor had material contact during the engagement. This clause is not intended to restrict lawful competition or general recruitment advertising.

8. Warranties

The Contractor warrants that the Services and Work Product will be performed professionally, will not infringe third-party rights, and will comply with applicable law.

9. Termination

Either party may terminate for convenience on thirty (30) days' written notice, or for material breach with fifteen (15) days' cure period. On termination, the Contractor will deliver all Work Product in progress and return Company property and Confidential Information.

10. Governing Law

Governed by the laws of India; exclusive jurisdiction of courts in Bengaluru.

Amendments

Upplio AI may amend this document from time to time. Material changes will be notified by email or in-app notice at least fourteen (14) days before they take effect. Continued use of the Service after the effective date constitutes acceptance of the amended terms.

Version

Version: 1.0

Effective: 13 July 2026

Owner: Neetu Yadav, Proprietor, Upplio AI

Contact: customerservice@upplioai.com