Last updated on 06/07/2026

These Cooperation Terms apply where Anelium Corp., 3500 South Dupont Highway, Dover, DE 19901, County of Kent (“Anelium”, “Company”, “we”, “us” or “our”), enters into an agreement with any individual or entity for the provision of services (the “Contractor”).

These Cooperation Terms form part of the relevant agreement with the Contractor. If a signed agreement contains a more specific or stricter provision, the signed agreement prevails for that matter.

1. Engagement and Acceptance

1.1. The Contractor acts as an independent provider.

1.2. These Cooperation Terms do not create employment, agency, partnership, franchise, fiduciary, representative or joint venture status unless a signed agreement expressly states otherwise.

1.3. By entering into an agreement that incorporates these Cooperation Terms, the Contractor confirms that it has reviewed, understood and accepted these Cooperation Terms.

1.4. The Contractor is responsible for its personnel, subcontractors, registrations, permits, licenses, taxes, insurance, tools, systems, resources and business expenses.

1.5. Anelium may update these Cooperation Terms where the update is relevant to the subject matter of the agreement or the services. If an update materially affects the Contractor and the Contractor does not accept it, the Contractor must follow the termination procedure set out in the applicable agreement.

2. Performance Standard

2.1. The Contractor must perform services lawfully, carefully and professionally.

2.2. The Contractor must:

• follow agreed instructions, specifications and service requirements;

• provide accurate, complete and timely information;

• meet agreed timelines and deliverable standards;

• use qualified personnel and suitable resources;

• maintain records reasonably necessary to evidence proper performance;

• promptly notify Anelium of issues affecting services, compliance or continuity;

• obtain and maintain permits, licenses and registrations required for the services;

• avoid conduct that may create legal, operational, payment, commercial or reputational risk for Anelium.

3. Confidential Information

3.1. During the engagement, the Contractor may receive, access, create or handle non-public information relating to Anelium, its clients, projects, payment operations, partners, vendors or business operations.

3.2. Confidential Information may include:

• the agreement and its terms, including its existence and conditions;

• information about Anelium’s business, finances, clients, personnel, strategies and plans;

• payment workflow materials, transaction-flow materials and payment-provider communications;

• regulatory alignment materials, documentation-handling materials and partner-coordination materials;

• product localization, marketing localization, user messaging and operational-support materials;

• client, vendor, platform, payment-provider, partner and business contact information;

• pricing, commercial terms, financial information and business plans;

• internal workflows, reports, systems, methods and project records;

• information developed, received, created or modified by the Contractor while performing services;

• personal data;

• intellectual property, know-how, templates, analyses and work product;

• any information expressly marked or reasonably understood to be confidential.

3.3. Information does not need to be marked confidential to be protected where its confidential nature is reasonably apparent.

4. Use, Disclosure and Protection of Information

4.1. The Contractor may use Confidential Information only to perform the relevant agreement.

4.2. The Contractor must not disclose Confidential Information unless:

• Anelium has approved the disclosure in writing;

• disclosure is required by law or a valid court order; or

• disclosure is necessary for performance and the recipient is bound by confidentiality obligations at least as protective as these Cooperation Terms.

4.3. Where legally required disclosure is requested, the Contractor must, where permitted, notify Anelium promptly and take reasonable steps to secure confidential treatment.

4.4. The Contractor may disclose Confidential Information to its personnel, agents or subcontractors only where they need to know it for performance of the services and are bound by appropriate confidentiality obligations.

4.5. The Contractor remains responsible for any breach by its personnel, agents, subcontractors, assistants or representatives.

4.6. The Contractor must maintain commercially reasonable technical, administrative and organizational safeguards to protect Confidential Information against unauthorized access, disclosure, use, loss, alteration or destruction.

4.7. Any suspected or confirmed confidentiality, security or personal data incident involving Company information must be reported to Anelium promptly.

5. Return or Deletion of Materials

5.1. Upon termination of the agreement or at Anelium’s request, the Contractor must return, delete or securely destroy Company information and materials in its possession, unless retention is required by law.

5.2. The Contractor must not retain copies of Company materials for future use, portfolio use, training, competitive analysis or any unrelated business purpose unless Anelium approves this in writing.

6. Non-Compete, Non-Solicitation and Conflicts

6.1. During the Contractor’s engagement and for two years after it ends, the Contractor must not use Company information to:

• solicit Anelium’s clients, partners, personnel or contractors;

• divert business opportunities away from Anelium;

• support a competing engagement in a conflicting manner;

• engage in competing activities in a manner that conflicts with its obligations to Anelium.

6.2. If Anelium terminates the Contractor’s engagement without cause, any non-compete restriction is reduced to one year unless applicable law requires a shorter period.

6.3. The Contractor must disclose any investments in, executive roles with, advisory roles for, or material business relationships involving competitors or potential competitors where such interests may create a conflict.

7. Work Product and Intellectual Property

7.1. All materials, deliverables and work results created, developed, adapted, prepared or supplied by the Contractor in connection with the services belong to Anelium.

7.2. This includes:

• reports, analyses and recommendations;

• payment workflow, transaction-flow and operational-process materials;

• documentation sets, checklists and templates;

• regulatory alignment, partner-coordination and service-readiness materials;

• product localization, marketing localization and user messaging materials;

• presentations, content, designs and technical documentation;

• inventions, improvements, know-how and other work results.

7.3. The Contractor assigns to Anelium all rights, title and interest in such work results, including intellectual property rights, worldwide and for the full period of protection.

7.4. The Contractor must sign documents and provide reasonable assistance necessary to confirm, register, protect or enforce those rights.

7.5. Compensation for the assignment of such rights is included in the Contractor’s fees unless agreed otherwise in writing.

7.6. The Contractor must protect Anelium’s intellectual property and deliver all documents, materials and records relating to such work results upon request or termination.

8. Public Use and Authority

8.1. The Contractor must not use Anelium’s name, logo, brand, relationship, client references, materials or work product in advertising, websites, portfolios, social media, press releases, case studies or public statements without prior written approval.

8.2. The Contractor must not speak for Anelium, represent Anelium or make commitments on Anelium’s behalf unless expressly authorized.

9. Anti-Bribery and Corruption

9.1. The Contractor must not offer, promise, authorize, give, request or accept bribes, kickbacks, facilitation payments or improper advantages, directly or indirectly.

9.2. Gifts, meals, travel, entertainment or hospitality must be lawful, modest, transparent and not intended to influence a business decision.

9.3. The Contractor must promptly report any suspected or confirmed bribery or corruption connected with Anelium or the services.

10. Sanctions and Restricted Territories

10.1. The Contractor must comply with applicable sanctions, export control, anti-boycott and trade laws.

10.2. The Contractor must not provide services to Anelium from, through or for the benefit of prohibited jurisdictions, restricted territories or sanctioned persons where prohibited by law.

10.3. Restricted territories include Crimea/Sevastopol and other occupied territories of Ukraine, Russia, Belarus, Cuba, Iran, Sudan, North Korea, Myanmar, Syria and any other territories subject to applicable sanctions imposed by the United States, European Union, United Nations or other relevant authorities.

11. AML/CFT and Financial Crime Measures

11.1. The Contractor must take reasonable measures to prevent money laundering, terrorist financing, fraud, tax evasion and other financial crime.

11.2. Where relevant to the services, the Contractor must:

• avoid forged, misleading or incomplete documentation;

• collect and verify essential information about counterparties;

• conduct appropriate checks using government registries, sanctions lists or other reliable sources;

• avoid relationships with entities involved in high-risk or prohibited activities;

• escalate suspicious payment structures or unusual counterparties;

• maintain accurate records connected with Anelium-related work.

12. Personal Data Processing

12.1. If the Contractor processes personal data in connection with the agreement, the Contractor must comply with applicable data protection laws and Anelium’s instructions.

12.2. The Contractor must process personal data only for authorized purposes, restrict access, apply appropriate safeguards and assist Anelium with privacy requests or incidents where reasonably required.

12.3. Anelium may process Contractor personal data for agreement administration, payment, tax, compliance, security, legal and legitimate business purposes.

12.4. The Contractor may have rights regarding its personal data, including access, correction, deletion where applicable, restriction, objection, portability, withdrawal of consent where processing is based on consent and the right to lodge a complaint with a competent authority.

13. Breach, Termination and Survival

13.1. A party that breaches these Cooperation Terms or the relevant agreement must compensate the other party for damages, losses, liabilities and reasonable legal costs caused by the breach, subject to the agreement and applicable law.

13.2. The agreement may be terminated in accordance with its terms.

13.3. Provisions intended to survive termination continue to apply, including confidentiality, security, non-compete and non-solicitation, intellectual property, personal data, liability, governing law and dispute resolution.

13.4. Rights and remedies under these Cooperation Terms are cumulative and do not exclude other rights or remedies available under law or the agreement.

14. General Legal Terms

14.1. If any provision is invalid or unenforceable, the remaining provisions remain in force. The parties will use reasonable efforts to replace the affected provision with a valid provision that most closely reflects the original intent.

14.2. Anelium may assign its rights and obligations under the agreement upon prior written notice to the Contractor, unless the agreement states otherwise.

14.3. These Cooperation Terms are governed by the laws of England and Wales, without regard to conflict of law provisions.

14.4. Any dispute arising out of or relating to these Cooperation Terms or the relevant agreement, including disputes concerning validity, interpretation or enforcement, shall be resolved by the London Court of International Arbitration.