Non-Circumvention Agreement

1. Parties

This Agreement is entered into between PEA Purpose Empowerment Agency UG (haftungsbeschränkt), Pappelallee 78/79, 10437 Berlin (contact: freelance@pea-global.com) — the „Company" — and the Freelancer (and the Freelancer's company, if any) accepting this Agreement.

2. Purpose

PEA connects freelance professionals with project opportunities at third-party clients and/or intermediary partners through its network. By engaging in this process, the Freelancer acknowledges that such opportunities are made available through PEA's network, relationships, and commercial efforts.

An introduction is deemed to have occurred when PEA shares the identity of a client, provides contact details, a project briefing, or any information enabling the Freelancer to identify or approach the relevant client or opportunity.

3. Non-Circumvention

The Freelancer agrees not to directly or indirectly bypass or circumvent PEA in relation to any opportunity introduced by PEA. This includes entering into any contractual relationship with:

• the end client, or any of its affiliated entities;
• any intermediary, agency, or staffing partner involved in the introduced project (including but not limited to third-party staffing providers such as Hays).

4. Scope

The non-circumvention obligation applies to:

• the specific opportunity introduced by PEA;
• the respective client and all of its affiliated entities;
• any related or resulting engagements arising from the introduced opportunity.

5. Duration

This Agreement remains valid for 18 months from the date of introduction of the relevant opportunity.

6. Fee Protection

In the event that the Freelancer enters into an engagement (directly or indirectly) with a client or partner introduced by PEA, PEA shall be entitled to its agreed service fee regardless of the contractual structure chosen by the parties.

7. Breach & Compensation

In case of breach of this Agreement, the Freelancer agrees to compensate PEA for lost fees. Minimum compensation shall be:

• 3 months of the agreed engagement value at the applicable commission rate at the time of breach, or
• the full applicable fee amount for the total duration of the engagement — whichever is higher.

8. Confidentiality

The Freelancer agrees to keep confidential the identity of any client, intermediary, or partner introduced by PEA, and shall not disclose such information to third parties without PEA's prior written consent.

9. Independent Status

This Agreement does not create an employment or agency relationship between PEA and the Freelancer. The Freelancer remains a fully independent contractor.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Germany. Any disputes shall be subject to the exclusive jurisdiction of the competent courts in Berlin.

11. Acceptance

This Agreement may be accepted electronically (by email confirmation, digital signature, or return of a signed copy) and is valid without a physical wet signature. By accepting, both parties confirm they have read, understood, and agree to all terms set out in this Agreement.

Note: Detailed commission and payment terms will be specified in a separate service agreement prior to each engagement commencement.