YOU SIGN - Independent Contractor Agreement

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the "Agreement") is entered into as of 12/04/2024 (the "Effective
Date"), between

TRII TECHNOLOGIES CO, a Other with a registered address at WILLOW HOUSE, CRICKET
SQUARE, GRAND CAYMAN KY1-1001, George Town, CAYMAN ISLANDS, tax ID: CO376448,
email: esteban@trii.co (the "Client"); and

MARIA ALEJANDRA ALEGRIA, with residence and legal domicile at mariaalegria@unicauca.edu.co,

Popayan, COLOMBIA, tax ID: 34327266-1, email: mariaalegria@unicauca.edu.co (the "Contractor").

The Client and the Contractor are referred to herein as a "Party", and collectively, as the "Parties".

In consideration of the mutual covenants and conditions contained in this Agreement, and for other good and
valuable consideration, the Parties agree as follows:

1.Contractor's Services
1.1. Working exclusively or chiefly in COLOMBIA, the Contractor will provide the Client the Services (the
"Services") established in each statement of work attached to this Agreement (the "Statement of Work",
"SOW" or "Schedule A").
1.2. Each SOW executed by the Parties will form an integral part of this Agreement.

2.Compensation

2.1. In consideration of the Services to be provided by the Contractor, the Client agrees to pay the fees (the
"Compensation"), as outlined in each SOW.
2.2. Payment Agent. The Contractor’s Compensation will be paid via the Client’s payment agent, Ontop Holdings
Inc., a Delaware Corporation (the "Payment Agent"). All payments made by the Client and disbursed by the
Payment Agent to the Contractor will be paid through the Payment Agent’s platform as provided in the
Payment Agent’s terms of service ("Terms of Service", available at: https://www.getontop.com/legal/terms-
of-service), which are incorporated in this Agreement by reference.
2.3. The Compensation will be paid to the Contractor by the Payment Agent or any of its affiliates acting on behalf
of the Client, as long as the Contractor sends all information and mandatory documentation requested on
Payment’s Agent platform.
2.4. Parties’ Acknowledgement. Notwithstanding the foregoing, the Contractor acknowledges, accepts, and agrees
that any underlying debt the Client may owe the Contractor under this Agreement is a debt borne only by the
Client, and is not a debt of the Payment Agent nor that of its affiliates.
3.Status as Independent Contractor; No Employment

3.1. Relationship of the Parties. This is a services agreement, a civil/commercial agreement for the non-exclusive
provision of services; it is not an employment contract and therefore not regulated by labor law. The
Contractor is not subordinated to, or dependent upon, the Client. The Contractor enjoys full autonomy and
independence and bears any and all risk of loss. Any fees paid under this Agreement are not to be considered
wages, salaries, and/or employee compensation. Each Party to this Agreement is an independent contractor in
relation to the other. Nothing in this Agreement shall constitute a partnership between or a joint venture by the

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Parties or constitute a Party as an agent of the other, nor will either Party bind or attempt to bind the other to
any contract. The Contractor bears sole responsibility for any and all acts and omissions of its personnel and
for the payment of their compensation.
3.2. Services. The provision of the Services is not dependent on services provided by the Contractor personally and
the Contractor is not integrated into the Client organization. The Contractor is solely responsible for
determining the manner and means - such as setting their own work hours, furnishing their own tools and
equipment, and conducting their own day-to-day business - of the performance of the Services established in
the corresponding SOW.
3.3. Equipment and Tools. The Contractor will provide all necessary supplies, tools, materials, and/or equipment
required for the performance of the Services.
3.4. Independent Business. The Contractor provides the Services, and pays taxes/social security/social charges, as
an independent business customarily engaged in the business of providing such services. The Contractor is
responsible for the hiring, firing and supervising of its own personnel. The Contractor has the permit to work
or will be registered with the government of COLOMBIA as an independent business. The Contractor
understands and agrees that it is solely responsible for all income and/or other tax obligations, if any, including
but not limited to all reporting and payment obligations, if any, which may arise as a consequence of any
Services provided by the Contractor. Accordingly, the Client will not deduct, withhold, or pay worker’s
compensation insurance, unemployment compensation, social security tax, withholding tax, or any other taxes
or withholdings for or on behalf of the Contractor, in connection with the performance of the Services under
this Agreement.
3.5. No Agency Authority. The Contractor has no agency authority to contractually bind the Client.

3.6. Premises are Contractor’s Alone. The Contractor’s office and premises in COLOMBIA are the Contractor’s
alone, and not a location or establishment of the Client.
3.7. Sole Taxable Entity In-Country. The Contractor transacts business in COLOMBIA, but the Client does not.
All business transacted in COLOMBIA under this Agreement will be transacted only by the Contractor, in the
Contractor’s own name, and not as an agent of the Client.
4.Contractor’s Activities and Obligations

4.1. Independence. The Contractor will be entirely responsible for the manner in which it provides the Services
hereunder. Notwithstanding the foregoing, the Contractor agrees that it will at all times provide the Services
described in each SOW with due care, consistent with the prevailing standards in the Client’s industry, in an
ethical manner, in full compliance with applicable laws and regulations and according to the Client’s guidance,
which might include attending meetings via video call, specific tasks and the establishment of deadlines.
4.2. Client Policies. The Contractor will comply with any Client rules, guidelines, and/or policies applicable to any
extent to vendors, suppliers, third parties and/or independent contractors. The Client will have the
responsibility to disclose the aforementioned applicable policies to the Contractor.
4.3. Non-Exclusive Relationship. This Agreement will be non-exclusive in nature. The Contractor will have the
right to freely engage third parties for the provision of any services, including, but not limited to, services that
are the same or similar to the Services provided hereunder or under any Statement of Work. Notwithstanding,
during the term of this Agreement, the Contractor will not directly or indirectly, either alone or in association
with others engage in or provide services to any business that is competitive with Client’s business.
4.4. Expenses and Personal Property. The Contractor will be responsible for all expenses incurred in the
provision of the Services and will provide its own equipment, chairs, office supplies, materials and applicable
working space. The Client may, at its sole discretion and upon previous communication to the Contractor,
reimburse the Contractor for reasonable travel, lodging, and other related out-of-pocket expenses associated
with the Client’s business and reasonably incurred by the Contractor in connection with the performance of the
Services. Any reimbursable expenses must be approved in advance and in writing by the Client.
4.5. Tax Liability and Benefits. The Contractor acknowledges and agrees that, as an independent contractor, it is
solely responsible for any and all taxes and other costs and expenses attributable to the Compensation payable
to, and Services provided by the Contractor hereunder.

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4.6. Remote Work. The Services will be provided remotely by the Contractor. The Contractor will have the
obligation to notify the Client whenever the Contractor works or plans to work remotely for a period of over
sixty (60) calendar days from a country other than the Contractor’s country of residence and primary location
of the provision of the Services, as set forth in Section 1.1 above. The Contractor represents and warrants that
it will not work to provide the Services under this Agreement in a different country for over sixty (60) calendar
days without the prior written consent of the Client.
5.Term and Termination

5.1. Term. This Agreement will enter into effect as of the Effective Date and remain valid in full force and effect
during the term of any ongoing SOWs, unless termination occurs pursuant to the provisions of Sections 5.2 or
5.3 below.
5.2. Termination for Cause. The Client may terminate this Agreement at any time and without providing any
notice if the Contractor is in Material Breach of this Agreement (as defined below). The Contractor will be in
material breach of this Agreement ("Material Breach") if the Contractor: (i) engages in misconduct during the
performance of the Services or any of its duties; (ii) engages in any type of conduct materially injurious to the
Client or the obligations of this Agreement; (iii) commits an act of dishonesty in connection with the Services;
and/or (iv) breaches any of the provisions of this Agreement or any SOW. Under these circumstances, the
Contractor will not be entitled to receive any further Compensation from the Client; and the Client will have no
further obligations to the Contractor.
5.3. Termination for Convenience.

(i) The Client may immediately terminate this Agreement without cause. The Contractor shall be entitled to
receive pro rata Compensation earned, but unpaid, in accordance with the provision of the Services.
(ii) The Contractor may terminate this Agreement, including any Statement of Work, at any time by
providing 30 days' written notice to the Client. The Contractor shall be entitled to receive pro rata
Compensation earned, but unpaid, in accordance with the provision of the Services.
5.4. The termination of this Agreement includes the termination of all ongoing SOWs and amendments, if any.

6.Confidentiality

6.1. For the purposes of this Agreement, the Client will be referred to as the "Disclosing Party" where it discloses
its Confidential Information and as the Contractor as the "Recipient" where it receives the Client's
Confidential Information. "Confidential Information" means all information and material which is
proprietary to a Party (or its affiliates, meaning any entity that directly or indirectly controls, is controlled by or
is under common control of such Party, "Affiliates"), whether or not marked as "confidential" or "proprietary",
which is disclosed, provided, communicated or acquired before or after the date hereof (either orally or in
writing, by electronic means, texts, drawings, photographs, charts, projects, plans or any other form) and which
relates to its past, present, or future business activities. Confidential Information includes, without limitation,
trade names, trademarks, customer, business, supplier or personnel names and other information related to
strategies, product or marketing plans, customers, suppliers or personnel, products and services (including
without limitation models, systems, programs, technology, designs, data, procedures, inventions, processes,
flow charts, software, methods, algorithms or drawings), pricing policies, financial information and other
information of a similar nature, and any other trade secrets or non-public information. Confidential Information
does not include any information which:
i. was in the lawful and unrestricted possession of the Recipient prior to its disclosure by the Disclosing
Party as evidenced by its written records.
ii. is or becomes generally available to the public by acts other than those of the Recipient after receiving it.

iii. has been received lawfully and in good faith by the Recipient from a third party who did not receive it
from the Disclosing Party; or

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iv. has been independently developed by the Recipient or any other third party without reliance on the
Confidential Information as evidenced by its written records.
6.2. The Recipient will make use of the Confidential Information of the Disclosing Party exclusively for the
purpose of the Services performed in this Agreement and Statements of Work. The Contractor guarantees that
any disclosure of confidential information to third parties will only be done when it is strictly necessary to the
provision of the Service and as long as there is a confidentiality obligation in place as restrictive as the one
described in Section 6 of this Agreement.
6.3. Upon the request of the Disclosing Party, the Recipient will collect and return, or confirm the destruction or
non-recoverable data erasure of all Confidential Information and all copies thereof, regardless of form,
including all written material, memoranda, notes, copies, excerpts and other writings or recordings prepared by
the Recipient based on or including any of the Confidential Information. The Recipient (or an authorized
officer of the Recipient, as applicable) will supervise such destruction and will certify such destruction in
writing to the Disclosing Party.
6.4. Disclosure of Confidential Information is not precluded if such disclosure is: (a) in response to a valid order of
a court or other governmental body or any political subdivision having jurisdiction over the Recipient;
provided that the Recipient will first, to the extent legally permissible, give notice to the Disclosing Party and
reasonably cooperate in the Disclosing Party’s efforts, if any, to obtain a protective order requiring that the
Confidential Information be disclosed only for the limited purposes for which the order was issued; or (b)
necessary to establish rights or enforce obligations under this Agreement.
6.5. The Recipient will notify the Disclosing Party immediately upon discovery of any unauthorized use or
disclosure of Confidential Information or any breach of this Agreement and will cooperate with the Disclosing
Party in every reasonable way to help regain possession of the Confidential Information and prevent its further
unauthorized use.
6.6. Except as otherwise specifically set forth in writing, none of the Confidential Information which may be
disclosed by the Disclosing Party will constitute any representation, warranty, assurance, guarantee or
inducement of any kind by such Disclosing Party to the Recipient and in particular with respect to the non-
infringement of trademarks, patents, copyrights or any other intellectual property rights, other rights of third
persons or of the Disclosing Party.
7.Intellectual Property

7.1. All documents, manuals, hardware and software provided by the Client for use by the Contractor, and any data
or documents (including copies in whatever medium or form) produced, maintained or stored on the Client's
computer systems or other electronic equipment (including mobile phones) (“Client Data”), will remain the
property of the Client. The Contractor will keep such Client Data secure and not remove any Client Data from
the Client’s premises without the Client's written consent.
7.2. The Client will own all right, title and interests (including patent rights, copyrights, trade secret rights, mask
work rights and other rights throughout the world) relating to any and all inventions (whether or not
patentable). The Contractor will promptly disclose all inventions to the Client and will identify any invention
the Contractor believes is excluded from the scope of this Agreement. The Contractor hereby makes all
assignments necessary to accomplish the purposes of this paragraph. The Contractor will further assist the
Client, at its expense, to further evidence, record, and perfect such assignments, and to perfect, obtain,
maintain, enforce and defend any rights specified to be so owned or assigned. The Contractor hereby
irrevocably appoints the Client and its agents to act for and on the Contractor’s behalf to execute and file any
document and to do all other lawfully permitted acts to further the purpose of the foregoing with the same legal
force and effect as if executed by the Contractor. If the Contractor uses or discloses its own or any third party’s
confidential information in relation to intellectual property when acting within the scope of the Contractor’s
association or otherwise on behalf of the Client, the Client will have, and the Contractor hereby grants the
Client a perpetual, irrevocable, worldwide, non-exclusive, sub-licensable right and license to use and exercise
all such confidential information and intellectual property rights.
7.3. Without limiting the preceding paragraph, all inventions, deliverables, discoveries, ideas, concepts, theories,
improvements, designs, original works of authorship, formulae, processes, algorithms, inventions, proprietary
technology, software, know-how, techniques, compositions of matter and any other information generated by

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the Contractor that arise from or relate to services performed by the Contractor for, or on behalf of, the Client
(collectively, the "Work Product"), and the copyright, patent, trademark, trade secret and all other proprietary
rights in the Work Product and any derivative works created from the Work Product, will be the sole and
exclusive property of the Client. Such ownership will inure to the benefit of the Client from the date of the
conception, creation or fixation of the Work Product in a tangible medium of expression, as applicable. The
Client and the Contractor agree that all copyright aspects of the Work Product will be considered a "Work
Made for Hire.".
7.4. Any assignment of Work Product includes all rights of attribution, paternity, integrity, modification, disclosure
and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral
rights,” “artist’s rights,” “droit moral,” or the like (collectively, "Moral Rights"). To the extent that Moral
Rights cannot be assigned under applicable law, the Contractor hereby waives and agrees not to enforce any
and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent
permitted under applicable law. The Contractor further acknowledges that all Inventions which are made by
Contractor (solely or jointly with others, including, but not limited to, Client) within the scope of this
Agreement and during the Term hereof, are Works Made for Hire (to the greatest extent permitted by
applicable law) and are compensated by the Compensation paid hereunder.
7.5. In addition to and not in lieu of the right to terminate as provided in this Agreement, in the event of any breach
or threatened breach of this Section by the Contractor, the Client may seek from any court of competent
jurisdiction preliminary and permanent injunctive relief, without the posting of a bond or other security, which
rights and remedies will be cumulative and in addition to any other rights or remedies at law or in equity to
which the Client may be entitled.
7.6. Trademark Use. The Contractor recognizes the Client’s ownership and title to its trademarks, service marks,
and trade names whether or not registered (collectively “Marks”). The Contractor may not use the Client’s
trademarks, service marks and trade names whether or not registered in advertising, promotion, and publicity
of the services without the express written consent of the Client. The Contractor will not acquire any rights in
the Client’s Marks and will not act to impair the Client’s rights to such Marks. Upon previous request by the
Contractor, the Client may authorize the use of its Marks, providing Marks guidelines (or equivalent guidance).
Any unauthorized modification to Marks is expressly prohibited.
7.7. The provisions of this Section will survive termination of this Agreement for whatever reason and howsoever
caused.
8.Personal Data Protection

8.1. In this Agreement, "Personal Information" or "Personal Data", "Data Subject" and "Process" or
"Processing" have the following meanings:
i. "“Data Protection Laws”" mean any applicable treaty, statute, regulation, ordinance, order, directive,
code, or other rule, or any administrative guidance regarding the same, whether of or by any legislative,
administrative, judicial, or other government authority, that relates to the confidentiality, security,
privacy, or Processing of Personal Information.
ii. "“Data Subject”" means any identified or identifiable individual and shall also have any meaning as set
forth in Data Protection Laws.
iii. "Personal Information" or "Personal Data" means any information or combination of information that
the Client or the Contractor processes in connection with the Services, that refers to, is related to, is
associated with, or can be reasonably linked to a Data Subject or to a specific computing device, and
shall include, but is not limited to, all “personal data,” “personal information,” or similar terms, as
defined in any Data Protection Laws.
iv. "Process" or "Processing" means any operation or set of operations that is performed upon Confidential
Information whether or not by automatic means, such as collection, using, accessing, recording,
reproducing, organization, structuring, storage, adaptation or alteration, retrieval, consultation, disclosure
by transmission, dissemination or otherwise making available, alignment or combination, evaluation or
control, modification, blocking, restriction, erasure or destruction, or classification, and including all
“processing”, “treatment” or similar terms, as defined in any Data Protection Laws.

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8.2. Processing of Personal Information. When the Client or the Contractor Process Personal Information under
this Agreement, each Party represents, warrants, and covenants both for itself and on their behalf, that they
will:
i. comply with all applicable Data Protection Laws when Processing Personal Information and will not
intentionally take any actions or fail to take any actions that would cause the Parties to be in violation of
Data Protection Laws.
ii. not disclose any Personal Information to any third party, for any reason, unless such disclosure is
necessary for the performance of the Services or required by this Agreement.
iii. disclose, enable Processing of, or otherwise make accessible any Personal Information to a third party
only under the following conditions: (1) the Parties will be responsible for all acts and omissions of the
third party; and (2) the Parties agree that they will require that each of their third parties, as a condition of
their engagement, enter into a written agreement that contains obligations of confidentiality, security, and
privacy at least as strict as those contained in this Agreement.
iv. ensure that all personnel engaged in the Processing of Personal Information (1) Process Personal
Information only as set forth in the Agreement and (2) have committed themselves to maintain the
confidentiality of Personal Information or are under an appropriate legal obligation of confidentiality.
v. be directly liable to any Data Subject who has suffered damage as a result of the Client’s or the
Contractor’s violation of the terms of this Agreement or any violation of Data Protection Laws.
9.Anti-Bribery and Anti- Corruption

9.1. The Contractor agrees to comply fully with all applicable anti-bribery and anti-corruption laws in the
respective jurisdiction of the provision of the Services and will comply with the provisions of the U.S. Foreign
Corrupt Practices Act of 1977 (FCPA), as amended.
9.2. Gifts and Economic Advantages. The Contractor will not offer, promise or give any gifts, presents or economic
advantage to any government affiliates (government or political-party employees, officers, agents or their
families) while working for the Client. The Contractor must report any suspicious conduct that may be
considered a bribe to the Client. Should the Client reasonably suspect that the Contractor is in breach of this
provision, the Client may terminate this Agreement for cause.
9.3. Politically Exposed Persons. The Contractor represents and warrants that (i) the Contractor and its authorized
representatives are not an official or employee of any country’s government or of a political party, (ii) the
Contractor will disclose any such appointment immediately to the Client, and (iii) such appointment will be
reviewed by the Client, to rule out any conflict of interest that may arise.
10.Contractor Liability

10.1. The Contractor represents, warrants, acknowledges, and agrees that it will be solely responsible for any
liabilities arising from the obligations of this Agreement and the performance of the Services. The Contractor
hereby acknowledges and represents that it will take the full and exclusive responsibility for the following
(collectively, “Contractor Claims”):
i. any and all claims or liabilities of any kind arising out of Contractor’s employees, agents, or contractor
acting on behalf of the Client.
ii. any and all claims or liabilities of any kind arising out of taxes relating to Contractor’s performance of
the Services.
iii. any and all claims or liabilities of any kind arising out of costs, fees, or expenses associated with the
provision of the Services to the Client, equipment, materials, training, education, licenses, professional
permits or certifications.
iv. any and all claims or liabilities of any kind arising out of Contractor’s noncompliance with applicable
laws, regulations, codes, or requirements.
v. any actual or alleged injuries, damages, or losses caused (whether directly or indirectly) to the Client,
Payment Agent or any other third party by the acts or omissions of the Contractor or its employees,

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agents, contractors or invitees.

11.Indemnification

11.1. The Contractor will indemnify and hold the Client and the Payment Agent (as defined in Section 2.2 of this
Agreement) harmless from and against any and all losses, damages, costs and expenses (including, without
limitation, reasonable attorneys’ fees and expenses) caused by or arising out of any breach of this Agreement
(including any SOW) by the Contractor.
12.Tax Indemnity

12.1. Upon request, the Contractor will provide the Client with proof of timely payment of all applicable taxes to all
taxing authorities for Compensation paid under this Agreement. The Contractor agrees to indemnify the Client
and hold it harmless from any and all claims which may be asserted against the Client by a tax authority
because the Client has not withheld sums from the Contractor’s Compensation. Such indemnity will be up to
the full amount of all sums that the Client is or may be required to pay to any tax authority. Such obligation to
reimburse will exist regardless of whether the Contractor is required to withhold taxes because a tax authority
contends that the Contractor is legally the employee of the Client or whether the Client is required to pay such
taxes because of non-payment or underpayment of such taxes by the Contractor. Furthermore, the Client will
have no duty to oppose any effort to pay appropriate sums, and any such opposition by the Client or claim for
refund by the Client will be solely at the discretion of the Client.
13.Clients Liability and Limitation of Liability

13.1. The Client will be responsible for complying with this Agreement, and except in the case of negligence or
willful misconduct, the Client will not be liable to the Contractor for any consequential, indirect, special,
punitive, or incidental damages under any circumstances, including, but not limited to, damages arising from
the loss of goodwill, reputation, prospective profits, savings or anticipated sales or expenditures, investments,
services or other commitments made by the Client incurred as a result of any breach or claimed breach of this
Agreement by the Client. This limitation shall apply even if the Contractor has been advised of the possibility
of such damages or that they are foreseeable.
13.2. The Clients’ maximum liability to the Contractor under this Agreement is limited to the greater of the total
amount of Compensation actually paid to the Contractor in the twelve (12) months preceding the event that is
the basis of the Contractor’s claim or USD$ 20,000.00, whichever is greater. These limitations apply regardless
of the legal theory on which the Contractor’s claim is based.
14.Records

14.1. The Contractor will maintain full and complete documentation, records and files related to the Services
provided hereunder. At the Client’s request, the Contractor will provide copies of any such documents to the
Client.
15.Amendment

15.1. No provision of this Agreement may be waived unless agreed to in writing and signed by both Parties. The
waiver of any one provision of this Agreement will not be deemed a waiver of any other provision. This
Agreement may be modified or amended only by a written agreement executed by both Parties.
16.Assignment

16.1. Neither this Agreement nor any duties or obligations hereunder may be assigned or transferred by the
Contractor without the prior written approval of the Client. The Client may freely assign this Agreement to its
affiliates or to any company within the same economic group of companies.
17.Partial Invalidity

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17.1. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or
invalidated in any manner.
18.Entire Agreement

18.1. This Agreement contains the entire agreement and understanding of the Parties with respect to the subject
matter and supersedes and replaces all prior discussions, representations, and understandings, whether oral or
written.
19.Waiver

19.1. The waiver by the Client of a breach or threatened breach of any obligation of this Agreement by the
Contractor will not be construed as a waiver of any subsequent breach by the Contractor. The refusal or failure
of the Client to enforce any obligation of this Agreement against the Contractor or any similar agreement
against any employee, agent, or independent contractor of the Client, for any reason, will not constitute a
defense to the enforcement by the Client of any similar obligation, nor will it give rise to any claim or cause of
action by the Contractor against the Client.
20.Notices

20.1. Unless otherwise provided herein or agreed to in writing by the Client, all notices or other communications
relating to the performance, enforcement, or other legal aspects of this Agreement will be in writing and may
be personally delivered, sent by courier service to the other Party, or delivered as a .pdf email attachment to the
email addresses of each Party stated above. Any other communications between the Parties, including relating
to technical and business collaboration, may be conducted over telephone, email, or by other means reasonable
under the circumstances and mutually acceptable to both Parties.
21.Survival

21.1. Any of the provisions hereunder which by their nature are meant to survive expiration or early termination of
this Agreement for any reason will remain in effect, including but not limited to the following: Sections 4, 6, 7,
8, 9, 10, 11, 12, 13, 14, 15, 23 and 25.
22.Miscellaneous

22.1. No amendment, modification, waiver, termination or discharge of any provision of this Agreement or consent
to any departure therefrom by either Party hereto will be effective unless in writing, identifying this Agreement
and the provision intended to be amended, modified, waived, terminated or discharged, and signed by both the
Client and the Contractor, and each such amendment, modification, waiver, termination or discharge will be
effective only in the specific instance and for the specific purpose for which it is given.
22.2. The Contractor represents and warrants that it has had an opportunity to confer with independent legal counsel
prior to executing this Agreement, has entered into this Agreement freely and voluntarily, and understands the
terms and conditions set forth herein.
22.3. This Agreement is the product of arms’ length negotiations between the Parties knowledgeable of its subject
matter who have had the opportunity to consult counsel concerning the terms and conditions of this Agreement
prior to the execution hereof.
22.4. Each of the Parties represents and warrants that they have the permission and authority to execute this
Agreement.
22.5. This Agreement is binding on the Parties and their respective successors and permitted assigns.

22.6. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
22.7. The headings on each paragraph hereof are for convenience purposes only and will not be used to construe the
terms of this Agreement.

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23.Versions (Valid to Non-English Speaking Countries Only)

23.1. The Contractor represents and warrants that its legal representative speaks and reads English fluently, and
undertakes not to contest such fact in any future claim. The Parties hereby acknowledge and agree that this
English-language Agreement is a fully valid, enforceable and binding contract. If a litigated dispute arises over
this Agreement in CAYMAN ISLANDS, the Parties will submit a translation to memorialize this Agreement
in the local language. The Parties hereby agree not to contest that such translation constitutes their binding
Agreement, replacing this English-language version. In the event of conflict or discrepancy between the
original English version of this Agreement and any translation into a different language, the terms of the
English version shall prevail.
24.Electronic Signature

24.1. The Parties understand and agree that this Agreement will be executed through electronic signature technology,
in compliance with applicable law. The Parties agree that to the extent they sign electronically, their electronic
signature is the legally binding equivalent to their handwritten signature.
25.Governing Law and Jurisdiction; Dispute Resolution

25.1. Injunctive Relief. Any breach or threatened breach of Sections 3, 4, or 6 through 13 of this Agreement will
cause irreparable harm to the Client for which damages alone might not be an adequate remedy. Therefore, the
Client may (at its sole option) bring a “Claim” against the Contractor, that is, a legal action or proceeding for a
breach of Sections 3, 4, or 6 through 13, seeking an injunction or monetary damages in any court with personal
jurisdiction over the Contractor. In that case only, the laws of the court jurisdiction where the Claim is brought
will apply to that particular Claim.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

CLIENT:

TRII TECHNOLOGIES CO:

By:

Name: TRII TECHNOLOGIES CO

CONTRACTOR:

MARIA ALEJANDRA ALEGRIA:

By:

Name: MARIA ALEJANDRA ALEGRIA

Page 9 of 9

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 YOU SIGN - Independent Contractor Agreement COPY

SCHEDULE A - Statement of Work (SOW)

1. Contractor’s Services. The Client hereby engages Contractor to provide the following services (the
"Services"):
Role: Pasante

Role description: - Redactar y responder derechos de petición, reclamos y PQRs presentadas por usuarios en
Colombia, Perú y Chile, de acuerdo con la normativa aplicable.
- Coordinar con el equipo de CX para garantizar que las respuestas sean rápidas y alineadas con la información
suministrada.
- Garantizar el cumplimiento de normas de protección de datos en las respuestas.
- Mantener un registro organizado de cada solicitud, respuesta y cualquier seguimiento posterior.
- Revisar y actualizar continuamente las respuestas tipo para mejorar la claridad y precisión en la
comunicación con clientes.
- Identificar y reportar patrones en los reclamos de clientes para proponer mejoras a los procesos internos.
- Redactar solicitudes formales de acuerdo con los requisitos y lineamientos establecidos por la Bolsa de
Valores de Colombia (BVC) para el listado de nuevos activos en el mercado global colombiano.
- Redactar los términos y condiciones para cada campaña publicitaria, asegurando que cumplan con las
políticas internas de trii y con las normativas legales aplicables en la jurisdicción correspondiente.

2. Compensation. In consideration of the execution and delivery of this SOW and the Services provided
hereunder, the Client will pay the Contractor the following Compensation:
2.1. Compensation amount:

flat fee of $350 USD

2.2. Payment Frequency:

to be paid every 25th of the month.

3. Term. Term. This Statement of Work will enter into effect as of 12/04/2024 (the "Effective Date"), and
remain valid and in full force and effect as long as Contractor is performing Services pursuant to Services
and Compensation.
4. Termination. This Statement of Work can be terminated by either Party according to the terms of Section
5 of the Agreement.

ZapSign d176bc99-2c66-400a-aa9e-fcea21ff794a
 YOU SIGN - Independent Contractor Agreement COPY

IN WITNESS WHEREOF, the Parties hereto have executed this Statement of Work as of the Effective Date.

CLIENT:

TRII TECHNOLOGIES CO

By:

Name: TRII TECHNOLOGIES CO

CONTRACTOR:

MARIA ALEJANDRA ALEGRIA

By:

Name: MARIA ALEJANDRA ALEGRIA

ZapSign d176bc99-2c66-400a-aa9e-fcea21ff794a
Informe de Firmas
Fechas y horas en UTC-0300 ( America/Sao_Paulo)
Ultima actualización en Diciembre 4 2024, 19:23:15

Estado: Firmado
Documento: 272d32ad-A107-4e07-9d8e-Cf95a83e5eb5.Pdf
Número: d176bc99-2c66-400a-aa9e-fcea21ff794a
Fecha de creación: Diciembre 4, 2024, 18:30:10
Hash del documento original (SHA256): 0f9896e520349c83f280329513284b042355216bfb38ca03591e729554c68996

Firmas 2 de 2 Firmas

Firma
Firmado via ZapSign by Truora

CARLOS AUGUSTO GUAYARA RODRIGUEZ

Fecha y hora de firma: Diciembre 4, 2024, 18:32:04
Token: c447bccf-8548-4e0a-97ec-118c10b2d6dc Carlos Augusto Guayara Rodriguez

IP: 200.25.47.107
Puntos de autenticación:
Dispositivo: Mozilla/5.0 (Windows NT 10.0; Win64; x64) AppleWebKit/537.36
Correo electrónico: talento@trii.co (KHTML, like Gecko) Chrome/131.0.0.0 Safari/537.36

Firma
Firmado via ZapSign by Truora

MARIA ALEJANDRA ALEGRIA PORTILLA

Fecha y hora de firma: Diciembre 4, 2024, 19:23:15
Token: 6d3fa706-726f-4758-8f36-7a14125fe5b3 Maria Alejandra Alegria Portilla

Ubicación aproximada: 2.454835, -76.595158

Puntos de autenticación:
IP: 181.63.228.27
Correo electrónico: mariaalegria@unicauca.edu.co
Dispositivo: Mozilla/5.0 (X11; CrOS x86_64 14541.0.0) AppleWebKit/537.36
Nivel de seguridad: Validado por código único enviado por correo
(KHTML, like Gecko) Chrome/130.0.0.0 Safari/537.36

CUMPLIMIENTO LEGAL DE LA FIRMA ELECTRÓNICA

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momento de la firma para garantizar la autenticidad de la autoría de la firma y la integridad del documento.
Confirma la integridad del documento aquí.

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