CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement (“Agreement”), dated the ___ day of March 2022 (the “Effective Date”), is by and between [Company Name], a Delaware corporation with an address of [Address], [Suite], San Francisco, California 94104, (hereinafter the “Company”) and [Consultant Name], a [State] [entity type] with an address of [Address], (hereinafter “Consultant”). Company and Consultant are sometimes individually referred to as a “Party” and collectively referred to as the “Parties.”

Consulting Services. Consultant has agreed to perform services for the Company as may be agreed from time to time in one or more mutually executed Statements of Work in form and substance similar to Attachment A (Form of Statement of Work) to this Agreement (the “Consulting Services”). All Statements of Work shall be incorporated into and governed by this Agreement. In the event of conflicts between this Agreement and any Statement of Work, this Agreement shall prevail.

Consideration.

Rate. In consideration of the Consulting Services to be performed by Consultant under this Agreement, the Company will compensate Consultant by agreeing to pay Consultant in accordance with the applicable Statement of Work.

Expenses. Unless otherwise agreed to in writing, any expenses incurred by Consultant for providing Consulting Services will be borne by Consultant.

Payment Terms. Consultant shall submit invoices of the Consulting Services which detail and itemize the work performed by Consultant for the Company pursuant to this Agreement. The Company shall pay Consultant for work performed within thirty (30) days of the invoice date.

Independent Consultant. Nothing contained herein or any document executed in connection herewith, shall be construed to create an employer-employee relationship, association, agency, partnership or joint venture relationship between the Company and Consultant. Consultant is an independent contractor and not an employee or agent of the Company or any of its subsidiaries or affiliates. Consultant has no authority to, and will not, enter into contracts, make representations, warranties or commitments purporting to be binding on the Company or otherwise act on Company’s behalf and shall not take any action that might lead third parties to believe Consultant has the right to do so. The consideration set forth in Section 2 shall be the sole consideration due Consultant for the services rendered hereunder. It is understood that the Company will not withhold any amounts for payment of taxes from the compensation of Consultant hereunder. Consultant will not represent to be or hold itself out as an employee, associate, agent, partner, or joint-venture partner, or as holding any other relationship than that of an independent contractor of the Company and Consultant acknowledges that it shall not have any right or entitlement in or to any benefit program now or hereafter available to the Company’s regular employees as a result of and with respect to the Consulting Services. Any and all sums subject to deductions, if any, required to be withheld and/or paid under any applicable state, federal or municipal laws or union or professional guild regulations shall be Consultant’s sole responsibility and Consultant shall indemnify and hold the Company harmless from any and all damages, claims and expenses (including, but not limited to, attorneys’ fees and costs) arising out of or resulting from any claims asserted by any taxing authority as a result of or in connection with said payments. In the event Consultant is deemed to be an employee, any such employment would be at-will, terminable for any reason, with or without notice.