Andy Partnership

Partnership Agreement This Partnership Agreement is made between On Your Bike LLP (Company No. OC342879) of PO Box 221, Cheadle, Cheshire, SK8 3WH (We/Us/Our”); and Andres Eduardo Czerwinski of Flat 3, 105 Wellington Road, Manchester, M14 6AY (“You/Your”). Under this agreement you will provide the Services outlined in the Schedule based upon the following terms and conditions: 1. General

1.1. 1.2. 1.3.

Both parties warrant that they are free and able to enter into this Agreement. You will supply to us the Services specified in the Schedule. You warrant that you will provide the skills, experience and qualifications necessary to carry out the Services efficiently under the terms of this Agreement.

2. Term, Termination, and Renewal 2.1.

2.2.

2.3.

This Agreement shall commence on the date specified in the Schedule. Either party may terminate the Agreement subject to giving the other written notice in accordance with the notice period specified in the Schedule. This agreement shall be reviewed on a quarterly basis from the commencement date as specified in the Schedule. Notwithstanding anything else contained within this Agreement, we may, without prejudice to our accrued rights hereunder, summarily terminate this Agreement at any time upon giving notice in writing to you if you:

2.3.1. are in breach of any provision hereof; or 2.3.2. fail to carry out the Services in accordance with our requirements; or

2.3.3. are guilty of gross misconduct and/or any serious or persistent negligence in respect of your obligations.

2.4.

Notwithstanding anything else contained within this Agreement, you may, without prejudice to your accrued rights hereunder, summarily terminate this Agreement at any time upon giving notice in writing to us if we;

2.4.1. are in material breach of any provision hereof; or 2.4.2. fail to carry out the Services in accordance with your requirements; or

2.4.3. are guilty of gross misconduct and/or any serious or persistent 2.4.4.

negligence in respect of our obligations become insolvent, go into liquidation, other than for the purposes of amalgamation or re-construction, or make any composition with our creditors.

3. Independent Contractor

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Partnership Agreement 3.1.

3.2.

You agree and represent that you are an independent contractor and are not, under any circumstances, to be treated as an employee of ours, nor to be entitled to any benefits to which our employees may normally be entitled, including but not limited to cover under the Company's Employers' Liability Insurance Policy, during the term of this Agreement You represent, warrant, and agree that we shall not be responsible for any taxes, withholdings, or other deductions relating to the employment of staff, in connection with any payments made to you in respect of the Services rendered. You shall indemnify and hold us harmless from and against any such taxes, withholdings, or other deductions for which we &/or our client(s) may be determined liable in respect of such payments.

4. Fees, Invoicing, and Payment

4.1. 4.2. 4.3.

You shall raise invoices in line with the fees and charges, specified in the Schedule. We shall make payment in respect of such invoices as specified in the Schedule. VAT, where applicable, will be shown separately on all invoices.

5. Reasonable Skill and Care

5.1.

In performing your obligations under this Agreement, you shall ensure that you exercise reasonable skill and care.

6. Force Majeure 6.1.

Neither party shall be responsible for non-performance in whole or in part of its obligations under this Agreement, nor under any liability to the other party in respect thereof, if such non-performance is due to acts of God, war, insurrection, Government regulations, embargoes, strikes, labour disputes, illness, flood, fire, tempest or any other cause beyond its control.

7. Waiver and Severability 7.1.

7.2.

Failure by either party to enforce any provision of this Agreement shall not be construed as a waiver of any of its rights hereunder. If either party does waive any of its rights in relation to a breach of this Agreement, such waiver shall not be construed as a waiver of such rights in relation to any other breach. If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable, or shall be required to be modified, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.

8. Variation 8.1.

No amendment, modification, or waiver to this Agreement, or any of its provisions, shall be binding upon either party unless made in writing and signed by both parties.

9. Confidentiality

9.1.

Any Confidentiality Agreement signed between us and you will be supplementary to this Agreement and shall survive any termination or expiration of this Agreement.

10.Governing Law

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Partnership Agreement

10.1.

This Agreement shall in all respects be governed by, and be construed in accordance with, English Law.

11.Notices 11.1.

All notices under this Agreement shall be in writing and shall be valid and sufficient if either personally delivered or if mailed by first class mail, postage prepaid, to the address of the addressee as given above, or such other address as the addressee may notify to the other party in writing. Notices shall be deemed to have been given or made when actually received or, in the case of facsimile, when sent.

12.The Schedule

12.1. 12.2. 12.3. 12.4. 12.5. 12.6. 12.7.

Service: To work as a strategic partner on agreed products and services Start Date: 6th April 2009 Notice Period: 1 month. Service Levels: As agreed from time to time. They will be driven by you and us. Please be aware that we will routinely monitor our clients, partners and team members to ensure they are satisfied with the level of service being provided. Fees: As agreed from time to time Payment: As agreed from time to time. Your fees will be paid directly into your bank account and will be supported by a “self billing” invoice Other Charges: As agreed from time to time. 12.8. Special Provisions: Both parties warrant that they will not:-

12.8.1. approach any organisation the other party introduces on a direct basis

12.8.2. accept a direct approach from any organisation the other party introduces 13.Signature and Acceptance By their signature below, both parties accept and agree to be bound by the terms of this Agreement.

Signed by “You” Signed: Date: 6th April 2009

Signed by “Us” Signed:

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Partnership Agreement

Date: 6th April 2009

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