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The Educator fee will be collected through the online platform’s payment gateway on The Company reserves the right to add a management fee to the Educators fee. The Company will make payouts to the Educator, less the management fee, on a monthly basis.

The relationship of the Educator to the Company will be that of independent contractor and nothing in this agreement shall render him/her an employee, worker, agent or partner of the Company and the Educator shall not hold himself/herself out as such.

This agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Educator shall be fully responsible for any income tax, National Insurance and Social Security or similar contributions and the Educator shall indemnify the Company or any Group Company for such liabilities.


The purpose of this confidentiality agreement relates to the information that is exchanged between the Educator and M-TUTOR (The Parties)


The restrictions regarding use and disclosure put forth in this Agreement shall continue in full force and effect for a period of three (3) years from the Effective Date.


(1) To facilitate discussions relating to a possible transaction or relationship (the “Proposed Transaction”) between the Parties, each party may wish to disclose to the other certain proprietary and/or confidential information (“Confidential Information”) relating to its business and products for evaluation by the other party. The party receiving such information shall be deemed to be the “Receiving Party” and the party furnishing such information shall be deemed to be the “Disclosing Party”.

(2) For purposes of this Agreement, Confidential Information shall mean any information or data of the Disclosing Party in written, documented, electronically recorded or oral form which is delivered or disclosed to the Receiving Party and is expressly identified as “Confidential” (or words, stamp or legend of substantially similar import). Confidential Information shall also include all information disclosed orally or visually, or other form of tangible information without an appropriate letter or a proprietary stamp or legend, if it would be apparent to a reasonable person that such information is of a confidential nature.

(3) Confidential Information does not include any information which (a) was already known to the Receiving Party prior to being disclosed by the Disclosing Party, provided that the source of such information was not bound by a confidentiality agreement with the Disclosing Party; (b) is now or hereafter becomes generally available to the public other than as a result of a disclosure by the Receiving Party; (c) was or becomes available to the Receiving Party from a source other than the Disclosing Party or its advisors, provided such source is not bound by a confidentiality agreement with the Disclosing Party; (d) is independently developed by the Receiving Party, provided it can show such development was done without any reference to or use of the Confidential Information; or (e) is required to be disclosed by the regulations of any recognised stock exchange, or to any government agency, or to any Court of competent jurisdiction.

(4) The Receiving Party agrees to use Confidential Information solely for the purpose of evaluating the Proposed Transaction between the Parties or for the purpose of fulfilling its obligations under any Definitive Agreement executed by the parties resulting from the Proposed Transaction and will not be used for any other purpose. Confidential Information will be kept strictly confidential by the Receiving Party and all of its directors, officers, employees and advisors (collectively referred to as “Representatives”), to whom the Confidential Information is disclosed. The Receiving Party shall disclose Confidential Information only to such Representatives as have a legitimate need to know and who agree to be bound by this Agreement.

(5) Receiving Party and its Representatives shall safeguard Confidential Information with the same degree of care and with the same restrictions as it treats its own confidential and proprietary information, but no less than reasonable care and reasonable restrictions.

(6) Each party shall be responsible for any breach of this Agreement by any of such party’s Representatives, and such party agrees, at its sole expense, to take all reasonable measures, including but not limited to legal action, to restrain such party’s Representatives from any prohibited or unauthorized disclosure or use of the Confidential Information.

(7) In the event that the Receiving Party or any of its Representatives becomes legally compelled (by deposition, interrogatory, request for documents, subpoenas, civil investigative demand, other demand or request by governmental agency or the application of statutes, rules and regulations under the federal securities laws or similar process) to disclose any Confidential Information, it shall provide the Disclosing Party with reasonable written notice of such requirement prior to such disclosure.

(8) Each Party hereby undertakes that it shall not (without the prior consent in writing of the other party) release any press statement or make any other announcement to any third party or make any public statement regarding the existence or content of the discussions contemplated by this Agreement or the identity of the parties to such discussions.

(9) Nothing in this Agreement is intended to grant any rights in or to the intellectual property of either party, nor shall this Agreement grant the Receiving Party any rights in or to the Disclosing Party’s Confidential Information, except the limited right to review such Confidential Information solely for the purposes of determining whether to consummate the Proposed Transaction, or performing its obligations under a Definitive Agreement.

(10) In the event that a provision of this Agreement is breached, the non-breaching party shall be entitled to reasonable substantiated damages which have been directly caused as a result of the breach of this Agreement.

(11) This Agreement constitutes the complete agreement of the parties and supersedes any prior agreements, written or oral, between the parties relating to the subject matter hereof. This Agreement may be amended only by written instrument signed by an authorized representative of each party.

(12) This agreement shall be governed by and construed in accordance with the laws of Switzerland.


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