Terms of cooperation

Xplorence Expert Network Participation Agreement

Version 2.0 · 12 sections · Governing law: Uzbekistan

Edition:2.0 — April 2026

Party 1:PE «Xplorence», Tashkent, Uzbekistan

Director:Pulatov Shokhrukh

Governing Law:Legislation of the Republic of Uzbekistan

This Expert Network Participation Agreement (hereinafter — the «Agreement») is entered into between the consulting company Xplorence (hereinafter — the «Company») and the above-named Expert. The Agreement governs the terms of the Expert's inclusion in Xplorence's closed pool of professionals, participation in projects and tender bids, and the mutual rights and obligations of the parties.

By submitting an application through the Company's website or by signing this document, the Expert confirms full and unconditional acceptance of all terms of the Agreement.

1.Independent Contractor Status

The Expert participates in the Pool exclusively as an independent external consultant (contractor). This Agreement shall under no circumstances create:

employment relations or an agency agreement;

an official partnership or joint venture;

obligations to provide benefits prescribed by labor legislation (vacation pay, sick leave, insurance).

The Expert is solely responsible for paying applicable taxes and levies in accordance with their tax status (sole proprietor, self-employed, or otherwise). The Expert retains full autonomy and may accept or decline any project work offers.

2.Inclusion in Tender Applications and Profile Use

This section is key to the Company's participation in competitive procurement procedures (tenders). By signing the Agreement, the Expert grants Xplorence the following irrevocable rights:

To include the Expert's name, position, and specialization in tender proposals and qualification applications submitted by the Company to government bodies, international organizations, and corporate clients;

To reproduce the Expert's CV, list of certificates, project portfolio, and other qualifying documents as attachments to tender documentation;

To publish an anonymized or named description of the Expert's competencies on the Xplorence website, in presentations, and Company marketing materials;

To list the Expert as a key project team member in responses to Requests for Information (RFI) and Requests for Proposals (RFP).

Note: The Company undertakes to notify the Expert of their inclusion in a specific tender application no later than 48 hours before submission (except in cases of force majeure or tight deadlines imposed by the procuring entity).

3.Availability Commitment

When included in a tender application, the Expert undertakes to:

Confirm their availability for the project in writing (email, messenger) within 24 hours of the Company's request;

In the event the Company wins the tender — commence work within the timeframes specified in a separate Project Agreement, but no later than 10 business days from the date of notification of the win;

In the event of inability to fulfill committed obligations — notify the Company immediately, but no later than 5 business days before the project start date.

Systematic failure (more than twice within 12 months) to fulfill confirmed availability commitments constitutes grounds for removal from the Pool.

4.Tender Exclusivity Period

During an active tender procedure (from the moment the Expert is notified until results are announced), the Expert undertakes to:

Not provide consent to be included in a competing application for the same tender/lot;

Immediately notify the Company if a third party requests a similar consent from them.

Note: The exclusivity period does not restrict the Expert's right to participate in any other tenders or projects unrelated to the specific lot mentioned in the Company's notification.

5.Compensation and Payment Terms

This Agreement is a framework agreement and does not in itself create obligations to pay compensation. Payment is made exclusively on the basis of a separate Project Agreement (Statement of Work / SOW) signed by the Parties before the commencement of each project.

Standard terms of Xplorence Project Agreements:

The Expert's rate is fixed in the Project Agreement in US dollars (USD) or soums (UZS) by mutual agreement;

Advance payment: 30% of the project agreement amount upon signing (unless otherwise provided by the client agreement);

Final settlement: within 15 business days from the date of signing the work acceptance certificate;

Basis for payment: signed work acceptance certificate and the Expert's invoice.

The rates indicated by the Expert in the online application form are treated by the Company as indicative and subject to negotiation in each specific Project Agreement.

6.Strict Confidentiality

Confidentiality is the cornerstone of Xplorence's work with the corporate sector. The Expert undertakes to keep strictly confidential:

the fact of negotiations with the Company regarding a specific project;

the name, industry, and details of the end client;

the terms of the tender or commercial application;

any technical, financial, or strategic data disclosed by the Company during project preparation.

For access to detailed project documentation and clients' trade secrets, the Expert will be required to sign a separate full-form NDA. Breach of confidentiality entails immediate removal from the Pool and may result in civil liability.

7.Client Base Protection (Non-Solicitation)

During the term of this Agreement and for 24 months after its termination, the Expert undertakes to:

Not enter into direct negotiations with Xplorence clients to provide services similar to those of the Company, bypassing Xplorence;

Not accept direct offers of employment or collaboration from clients to whom the Expert was introduced by Xplorence, within 12 months from the completion date of the relevant project;

Immediately notify the Company if a client independently approaches the Expert with such an offer.

Note: This section does not restrict the Expert's right to accept offers from clients with whom they had independent prior relationships before being introduced to Xplorence, which must be documented.

8.Data Accuracy and Certificates

The Expert guarantees the absolute accuracy and currency of all information provided in the CV, portfolio, and application form, including:

academic education and academic degrees;

chronology of work experience and completed projects;

professional certificates (with certificate number, issuance date, and validity period);

expected rates.

The Expert undertakes to notify the Company no later than 30 days from:

the expiration of any certificate listed in the application;

a material change in professional experience or specialization;

the emergence of a conflict of interest with Xplorence projects.

Xplorence reserves the right to conduct independent verification (Due Diligence). Discovery of inaccurate information entails immediate and permanent removal from the Pool.

9.Intellectual Property

The Expert's existing intellectual property (Background IP — methodologies, tools, developments created before or outside the scope of Xplorence projects) remains the exclusive property of the Expert.

New intellectual property (Foreground IP — analytical materials, reports, code, strategies created within a paid project agreement with Xplorence) is governed by the terms of the relevant Project Agreement, which typically provides for the exclusive transfer of rights to the Company or the end client.

10.Term and Termination

This Agreement enters into force on the date of signing and is valid for 2 (two) years with automatic renewal for a similar term in the absence of a written refusal by either Party 30 days before the expiry date.

Either Party may terminate the Agreement at any time by providing 14 days' written notice, provided there are no active Project Agreements at the time of termination. Immediate termination without notice is possible in case of:

material breach of confidentiality obligations;

provision of knowingly false information;

systematic breach of availability obligations.

11.Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with the legislation of the Republic of Uzbekistan. The Parties undertake to make every effort to resolve disputes through negotiations within 30 days from the moment the disagreement arises. If agreement cannot be reached, the dispute shall be referred to the Economic Court of the City of Tashkent.

12.Miscellaneous

This Agreement constitutes the entire agreement of the Parties and supersedes all prior agreements on the subject matter.

Amendments to the Agreement shall be made exclusively in writing and take effect upon signing by both Parties.

The invalidity of individual provisions shall not entail the invalidity of the Agreement as a whole.

An electronic signature or email confirmation (from the address specified in the application) is recognized as equivalent to a handwritten signature in accordance with the Law of the Republic of Uzbekistan "On Electronic Commerce" (2015).

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