THIS MEMORANDUM OF UNDERSTANDING contains the HEADS OF TERMS (“HOT”) for a proposed consulting services agreement and is dated and signed the day of

BY:

(1) Creative Powr, a Charitable Incorporated Organisation (CIO) registered in England and Wales under charity number 1205754, whose registered office is at 6 William Street, Rugby, CV21 3HA (“the Consultant”)

and

(2) <> [a charity registered in <country name> under number <> whose registered office is at] OR [of] <> (“Client”)

1. Definitions In this HOT, the following expressions have the following meanings: “Consulting Services Agreement” means the agreement described in Clause 3 and referred to in Clause 2 of this HOT; “Detailed Terms” means all of the fully detailed terms, conditions, and other matters to be set out in the Consulting Services Agreement, including the definitive version of the Commercial Terms if and when they are agreed and set out in the Consulting Services Agreement; “Commercial Terms” means those terms for the Consulting Services Agreement which are set out in sub-Clause 4 of this HOT being those terms which the Parties hereby agree in principle. The definitive version of those terms, if and when agreed, will be included amongst the Detailed Terms in the Consulting Services Agreement; and “Party” means either of the parties to this HOT.

2. Purpose and Status of this HOT 2.1 Except for Clause 6 (which will be legally binding on the Parties), this HOT is not intended to be, and will not be, legally binding on the Parties. 2.2 The Parties have discussed and agreed the Commercial Terms in principle, but they have not yet drafted and agreed the definitive version of the Commercial Terms and they have yet to fully discuss, negotiate, draft, and agree all of the other Detailed Terms. 2.3 The Parties intend that, after the date of this HOT, they will fully discuss, negotiate, draft, and agree all of the Detailed Terms, and will sign a full written agreement as a Consulting Services Agreement containing those Detailed Terms, and that, save for Clause 5 of this HOT, only if and when a Consulting Services Agreement comes into existence which states that it is legally binding on the Parties will there be any agreement between them relating to any consulting services arrangements between them which is legally binding on them as a contract. 2.4 The Parties agree and accept that, save as agreed in Clause 6 of this HOT, no oral or written statement or representation (negligent or otherwise), and no warranty, promise, understanding or agreement (whether before, on, or after the date of this HOT), shall be of any effect in relation to the proposed consulting services arrangements unless and until it is agreed and included as an express term of the Consulting Services Agreement.

3. Consulting Services Agreement The Consulting Services Agreement will be a full written signed consulting services agreement between the Parties whereby Client will appoint Creative Powr as a consultant of Client on the Detailed Terms. The Consulting Services Agreement will contain all of, and the only, terms, conditions, working arrangements, understandings, and other matters governing, forming, and relating to such consulting services arrangements between the Parties.

4. Commercial Terms The following Commercial Terms are agreed in principle, and the definitive version of them will form part of the Detailed Terms of the Consulting Services Agreement: 4.1 The appointment of Creative Powr under the Consulting Services Agreement will commence on <>. 4.2 The period of the appointment under the Consulting Services Agreement will be from that date and will continue [until terminated pursuant to the terms of the Consulting Services Agreement;] OR [until the [Work] [Project] [Assignment] is complete] OR [for <>] subject to any earlier termination provided by the Consulting Services Agreement. 4.3 The expertise of Creative Powr is as follows: providing innovative AI solutions, digital transformation services, marketing campaigns, onboarding protocols, and community-centric digital platforms for charities. 4.4 The [Work] [Project] [Assignment] to be undertaken by Creative Powr is set out in the Schedule to this HOT. 4.5 The responsibilities of Creative Powr in relation to the [Work] [Project] [Assignment] are as follows: <>. 4.6 Creative Powr will provide the consulting services on a pro bono basis, with no remuneration payable by the Client. 4.6.2 [A retainer will not be payable.] 4.9 [The Client will not reimburse any of Creative Powr’s expenses.] 4.10 Creative Powr is an independent contractor and will accordingly be responsible for any relevant tax obligations related to its activities. 4.11 [Creative Powr [may] [must] purchase from or through the Client [all] [any] goods or materials required by it for carrying out the [Work] [Project] [Assignment] under the Consulting Services Agreement [except where the Client is unable to supply or arrange supply of any particular goods or materials in any instance] OR [except where Creative Powr is able to obtain them elsewhere at a lower cost]. 4.12 The reporting obligations of Creative Powr will be as follows: <<describe frequency, contents etc.>>. Creative Powr will provide its reports [monthly] [quarterly] [half yearly] to the Client within <> after the end of the reporting period. 4.13 [Creative Powr should evaluate whether professional indemnity cover is necessary, and if so, determine an appropriate level of cover considering the nature of the services and the non-profit context.] 4.14 [Creative Powr will not provide a warranty or indemnity for third-party claims. Creative Powr shall not be liable for any claims, damages, or losses arising out of or in connection with the services provided on a pro bono basis. The Client agrees to indemnify and hold Creative Powr harmless from any such claims, except in the case of gross negligence or willful misconduct by Creative Powr.] OR [for each event]. The warranty and indemnity will not apply to any amount attributable to default or negligence of the Client.] The warranty and indemnity will not apply to any amount attributable to default or negligence of the Client.] 4.15 [Creative Powr will not provide a warranty or indemnity for non/poor performance. Creative Powr will use reasonable efforts to provide the services to the best of its ability, but shall not be liable for any damages or losses except in the case of gross negligence or willful misconduct.] OR [for each instance]. 4.16 [Any intellectual property rights arising from the [Work] [Project] [Assignment] carried out by Creative Powr under the Consulting Services Agreement will vest in Creative Powr [Client] [but a licence under those rights to use the [Work] [Project] [Assignment] will be granted by the Consulting Services Agreement to the [Consultant] [Client] [subject to the following conditions and limitations: <>]].] 4.17 Creative Powr will [not] have access to the Client’s premises [on the following basis: <>.] 4.18 [If Creative Powr fails [substantially] [in any [material] respect] to perform any of its [material] obligations: 4.18.1 [the Client may terminate the Consulting Services Agreement;] 4.18.2 [<>.]] 4.19 On termination of the Consulting Services Agreement: 4.19.1 [The confidentiality and non-disclosure obligations under the Consulting Services Agreement will [not] remain effective [for a further period of <>].] 4.19.2 [Creative Powr] [and] [the Client] agree to respect each other’s staff and avoid direct recruitment efforts during the period of the Consulting Services Agreement, while promoting a spirit of collaboration and resource-sharing typical of the non-profit sector. after the end of the Consulting Services Agreement.] 4.20 EITHER [All of the obligations of Creative Powr must be carried out by one or more employees or officers of Creative Powr] OR [All of the obligations of Creative Powr must be carried out by the employee[s] [and] [officer[s]] of Creative Powr whose names are <<insert name[s]>>] and not by any other individual[s] or company[y][ies] except with the prior consent of the Client in response to Creative Powr’s written proposal to engage one or more named individual[s] or company[y][ies]. For this purpose, where it proposes any individual[s], Creative Powr shall state either that the person in each case is an employee or is instead a subcontractor of Creative Powr. Where Creative Powr gives such proposal to the Client, the Client may not unreasonably refuse, withhold or delay such consent. 4.21 The Consulting Services Agreement will [not] be assignable by the Client [only with the prior consent of Creative Powr]. The Consulting Services Agreement will [not] be assignable by Creative Powr [only with the prior consent of the Client]. [Prior notice of intention to assign of [at least] <> must be given by the Client to Creative Powr.]

5. Ongoing Discussion and Negotiations 5.1 The Parties will not have any legal obligation to continue or complete their discussions or negotiations, or to agree, produce, or sign any Consulting Services Agreement. 5.2 Nevertheless, but without any legal obligation to do so, the Parties intend in good faith to conduct discussions and sign a Consulting Services Agreement as soon as reasonably possible. 5.3 Either Party may, by giving written notice to the other, at any time and for any or no reason, and without incurring liability to the other, terminate their discussions or negotiations relating to a consulting services agreement between them, and, except for Clause 6 below, this HOT shall thereupon cease. 5.4 If a Consulting Services Agreement is entered into, it will supersede and replace this HOT but, unless and until then, this HOT shall stand, subject to Clause 5.3.

6. Confidentiality 6.1 Each Party (“the First Party”) undertakes to the Other Party that in consideration of the Other Party providing or making available to the First Party any confidential information or material concerning the business, affairs, customers, clients, or suppliers of the Other Party which is or might be relevant to a consulting services agreement between the Parties (“Confidential Information”), the First Party shall not use or disclose that Confidential Information for any purpose other than for the evaluation, discussion, or negotiation of a consulting services agreement with the Other Party or the recording of it in a Consulting Services Agreement. 6.2 Neither Party is legally obliged to supply or make available to the Other Party any Confidential Information. However, in connection with their discussions and negotiations relating to a proposed Consulting Services Agreement, the Parties anticipate that they will supply or make available Confidential Information to each other. 6.3 Neither Party shall in any circumstances have any liability to the Other Party for any inaccuracies or incompleteness in any Confidential Information that it supplies or makes available to the Other Party. 6.4 If at any time either Party requests the Other Party to return any Confidential Information provided or made available by it to the Other Party, the Other Party shall do so promptly and it shall also destroy any copies it has made of the same. 6.5 Each Party acknowledges and agrees that damages alone would be an inadequate remedy for any breach of this Clause 6, and that an injunction, specific performance, or other equitable relief, should be awarded against the defaulting Party in the event of threatened or actual breach by it of this Clause 6 without prejudice to any other rights or remedies that either Party may have in relation to such threatened or actual breach. 6.6 In this Clause 6 6.6.1 “Data Protection Legislation” means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended; 6.6.2 “personal data” means personal data as defined in the Data Protection Legislation. 6.7 If in connection with this HOT either Party (“First Party”) collects, holds or otherwise processes any personal data then First Party undertakes to the other Party (“Other Party”) to do so only: 6.7.1 for the purpose of this HOT and discussion, negotiation, drafting, and agreement on the Detailed Terms, and entering into the Consulting Services Agreement; 6.7.2 in accordance with the provisions of Data Protection Legislation and the rights under the Data Protection Legislation of the Other Party and the rights under the Data Protection Legislation of any third party; 6.7.3 in accordance with the First Party’s Privacy Notice. A copy of each Party’s Privacy Notice [is attached in the Schedule to this HOT][is available on request] [has been provided to the Other Party on or before the date of this HOT]. 6.8 Any personal data to be shared by the First Party with the Other Party in connection with this HOT shall be shared only in accordance with the terms of a Data Sharing Agreement entered into by the Parties before any such sharing occurs.

7. Law and Jurisdiction 7.1 This HOT, and the discussions and negotiations between the Parties in connection with a proposed Consulting Services Agreement, and all disputes or claims arising out of or in connection with this HOT or the proposed or actual Consulting Services Agreement shall be governed by, and construed in accordance with, the laws of England and Wales. 7.2 [Subject to Clause 7.3, any dispute, controversy, proceedings or claim between the Parties relating to this HOT or the proposed or actual Consulting Services Agreement shall fall within the jurisdiction of the courts of England and Wales.] 7.3 [Any dispute, controversy, proceedings or claim between the Parties relating to this HOT or the proposed or actual Consulting Services Agreement is to be dealt with by means of [alternative dispute resolution] [and/or] [arbitration] as follows: <<set out provisions establishing details of alternative dispute resolution and/or arbitration>>.]

SCHEDULE The [Work] [Project] [Assignment] referred to in Clause 4.4 is as follows: <>

SCHEDULE Attach a copy of each Party’s Privacy Notice as referenced in Clause 6.7.3

EITHER [SIGNED on the above date for and on behalf of [<>]: By <>

Authorised Signature] OR [SIGNED on the above date by <>

Signature]

AND

SIGNED on the above date for and on behalf of Creative Powr: By Elliot Charles, Founder and Trustee

Authorised Signature