INDEPENDENT BUSINESS-TO-BUSINESS PARTNERSHIP AGREEMENT:

entered into between

SmartFitter, Incorporated (Hereinafter “The Company”) whose current address is:
Beverly Hills Office Center, 9701 Wilshire Boulevard, 10th Floor, Beverly Hills, California, 90212, USA

and

B2B Partner with Name and Address as supplied in online B2B Application accompanying this
Agreement, at the Date and Time that B2B Partner submits said application to The Company.

TERMS AND CONDITIONS:

1) Introduction:
a) This Contract / Agreement ("Agreement") sets forth the terms and conditions of the partnership between SmartFitter, Inc hereinafter referred to as "The Company", a United States based Corporation, with its principal place of business located at 9701 Wilshire Boulevard, Beverly Hills, California, and the Business-to-Business Partner as named in the accompanying parts of this online application, and hereinafter referred to as “B2B Partner"

2) Term of Agreement:
a) The contract shall be valid for a duration of one year. It shall commence on the date that a signed copy of this agreement is returned by The Company, via email, to the B2B Partnership Applicant, and it shall terminate one year later, unless earlier terminated in accordance with the provisions herein. This contract could be renewed annually, at the sole discretion of The Company, and on the acceptance by the B2B Partner of any such offer by The Company.

3) Recitals:
a) Because (1) this contract is a first revision and (2) launch initiatives are by definition un-rehearsed and subject to sudden surprises … you are required to accept that this contract must of necessity remain subject to change at any time and solely at The Company’s discretion … in order to protect the fledgling initiative from oversights, miscalculations, mis-statements, lack of foresight, inclusions, exclusions and any clauses that could in any way negatively impact this start-up business. The Company’s decisions with regard to changes will be autonomous, immediate and not subject to discussion. Nevertheless, until such time that you are informed in writing of any such changes, this contract will represent the Generic Agreement / Main Agreement to which both parties will default in the absence of any subsequent contract been entered into by the parties.
b) Whereas, Company has developed a revolutionary educational course ("Course") and seeks to engage B2B Partner to assist in the management of the distribution and promotion of the Course and to expand its market presence; c) Whereas, B2B Partner is interested in partnering with Company to promote and expand the business within the assigned territory;
d) WHEREAS, the B2B Partner acknowledges that access to all company information, as well as distribution of Company Information, Documentation, Videos as well as any other company material or Company Proprietary, is subject to strictest adherence to non-disclosure, non-share, non-compete as well as confidentiality obligations in the strictest legal sense possible under law.
e) Now, therefore, in consideration of the mutual covenants contained herein, the parties agree as follows:

4) Pioneering Initiative Flexibility, Retroactivity, and Personnel Management:
a) Pioneering Initiative Flexibility:
i) Acknowledgment of Pioneering Nature: The parties involved in this agreement recognize and acknowledge that this initiative represents a pioneering venture, characterized by innovation and exploration into uncharted territory. ii) Potential Oversights and Mistakes: Given the pioneering nature of this initiative, it is acknowledged that oversights, mistakes, and omissions may inadvertently occur within the terms of this contract.
b) Retroactivity:
i) Reserved Right to Rectify: In light of the potential for oversights and mistakes, the parties agree that The Company retains the unequivocal right to rectify, amend, or supplement this contract as necessary to address any identified weaknesses, errors, or omissions (Clause 3). This right extends to making retroactive changes when deemed essential for the integrity and success of the initiative.
ii) Implications of Retroactivity: Parties are informed that retroactive changes may affect previously agreed-upon rights and obligations. However, in order to maintain the sustainability and viability of the initiative, it is crucial for all parties to recognize the necessity of reserving this right, notwithstanding the losses that accompany the gains.
c) Personnel Management Flexibility:
i) Personnel Management:
ii) Therefore, The Company must necessarily reserve the unfettered right to promptly adjust B2B placement of B2B Partner within the B2B hierarchy, including but not limited to moving individuals up, down, or sideways within the hierarchy, and if ever necessary, to summarily terminate B2B relationship, to protect the fledgling initiative as well as ensure the efficient functioning and success of the initiative.
iii) Commitment to Morale:
iv) It is emphasized that The Company's aim will never be to demoralize the team. Changes will be made judiciously and with the utmost consideration for the well-being and morale of all involved parties.
v) Good Faith Commitment:
vi) All parties commit to engaging in good faith discussions and efforts to identify and address any shortcomings or deficiencies in the contract, with the mutual goals of (1) acting in The Company’s best interest, and (2) fostering a collaborative and successful partnership.
vii) Notice of Changes:
viii) Any amendments or modifications to this contract shall be communicated promptly and transparently to all involved parties, with sufficient notice provided to facilitate understanding and compliance (Clause 8).
ix) Preservation of Original Rights:
x) The exercise of The Company's right to amend this contract shall not, except as expressly provided herein, prejudice or diminish the rights and obligations of any party under the original or amended terms, preserving all rights not explicitly affected by the changes allowed for herein. "Changes allowed for herein" refer to modifications, amendments, or supplements to this contract as authorized by clause “5) b) i) Reserved Right to Rectify” and Clause “5) c) iv) Notice of Changes”, with the understanding that such changes are made in the interest of the initiative's success and sustainability.

5) Definitions:
a) "Confidential Information" shall include, but not be limited to, any and all Company information, data, materials, ideas, concepts, know-how, designs, prototypes, algorithms, processes, methodologies, techniques, software, developments, inventions, trade secrets, business plans, financial information, databases, customer lists, and any other information disclosed by The Company, whether orally, visually, or in writing, especially if such is marked as "confidential" or if B2B Partner is informed and regularly reminded during company meetings, regarding any such confidential information.
b) "Territory": The geographical area assigned by The Company to the B2B Partner for Business Operations. c) "B2B Opportunity" refers to the educational courses and associated business opportunity offered by Company. d) “Successful referral of B2B candidates” means that B2B Candidates referred meet all Company Criteria and are fully and
procedurally processed to come onboard within seven days, in a B2B capacity, plus comply with all onboarding requirements in soonest possible time so that they are able to execute on all their deliverables, within a week of being referred.

6) Background Check Authorisation and Probation Clause
a) Background Check Authorisation:
i) By clicking the checkbox to electronically sign this contract, you acknowledge and agree to allow The Company to conduct background checks, including but not limited to police background checks and any other relevant inquiries, on your personal and professional history. You understand that these checks are necessary for evaluating your suitability as a B2B Partner and may include verification of educational credentials, employment history, criminal records, and any other pertinent information deemed necessary by The Company.
b) Voluntary Disclosure:
i) You have the option to voluntarily disclose any relevant information that you believe may impact your candidacy as a B2B Partner. Such information will be considered alongside the results of the background checks and may influence the decision-making process.
c) Probationary Period:
i) Should you be accepted as a B2B Partner, you will be subject to a probationary period of three months which, if deemed necessary by The Company, could be extended for a further three months. During this time, your performance and adherence to the terms of this contract, as well as any additional policies or guidelines provided by [Your Company Name], will be closely monitored.
d) Termination due to Background Check Results:
i) If the results of the background checks reveal information that is deemed unsatisfactory by [Your Company Name], including but not limited to undisclosed criminal activity or misrepresentation of qualifications, [Your Company Name] reserves the right to terminate all arrangements with you immediately and without prior notice.
e) Ongoing Compliance:
i) You agree to maintain ongoing compliance with any background check requirements specified by [Your Company Name] throughout the duration of our B2B partnership. This may include periodic rechecks or updates to your personal and professional information as deemed necessary by [Your Company Name].
f) Confidentiality:
i) You acknowledge that all information obtained through the background check process will be handled confidentially and used solely for the purpose of evaluating your suitability as a B2B Partner. You agree not to disclose any details of the background check process to third parties without the explicit consent of [Your Company Name]. g) Conclusion:
i) By clicking the checkbox to electronically sign this contract, you affirm that you have read, understood, and agree to the terms outlined in this Background Check Authorization and Probation Clause. You acknowledge that failure to comply with these terms may result in the termination of our B2B partnership.

7) Roles and Responsibilities: Company:
a) The Company provides a B2B Partnership opportunity that comprises the following:
i) Free 1-year online NQF 5 Generic Management Course. Internal exams free. External exams are not required in order to take advantage of this B2B opportunity. Students who wish to take external exams will be required to pay for same plus all costs related to same.
ii) Free 3-year online SmartFitter Deep & Wide Construction Management Qualification.
iii) Free B2B Opportunity that includes territory that The Company will assign as necessary to B2B Partner. b) Company shall provide necessary training and support to B2B Partner for effective performance of assigned duties during Phases 01, 02 and 03

8) Roles and Responsibilities: B2B Partner:
a) Management of B2B’s section of International Territory during Phase 10 and Phase 11:
i) B2B Partner shall Manage territory for The Company in a B2B Capacity and in exchange for compensation as laid out in Paragraphs 9b and 9c. In execution of all duties and responsibilities, B2B Partner is required to follow blueprint, procedure, guidelines, protocols and instructions as provided by The Company.
ii) B2B Partner shall diligently perform all duties and responsibilities assigned by Company in accordance with the terms of this Agreement.
iii) The B2B Partner agrees to act as an independent contractor for The Company, assisting The Company within the Territory, subject to the terms and conditions of this Agreement.
b) Referral of B2B Candidates to The Company.
i) Successful referral of B2B candidates (who meet The Company's onboarding criteria) for two hours per day, for seven days, in concert with your B2B peers until such time that each B2B Partner on the top three levels of the hierarchy have successfully referred an average of between 15 and 20 B2B Partners to The Company, so that The Company might further share this International B2B opportunity with these candidates.
ii) The better the quality of B2B Candidates whom you refer, the higher your score and therefore the better your chance of climbing the B2B Hierarchy. Your scoring, with respect to your successful referral of candidates will be as follows: (1) As per the SmartFitter B2B Scoring Spreadsheet which will be shared on request, you accrue maximum points to the extent you refer candidates with:
(a) qualifications at highest possible NQF level.
(b) maximum possible work experience
(c) maximum possible corporate management experience
(d) fastest possible onboarding times
(e) fastest and best quality performance with respect to all other onboarding and general deliverables. (2) No candidates with NQF 4 or less will be accepted into the top three levels of the B2B Hierarchy. Candidates with a minimum of NQF 4 will be considered for B2B roles at level 4 of the B2B hierarchy.
iii) Duration: This process of successfully referring your quota of B2B Candidates to The Company must be completed within seven days: Until such time that the B2B Partner has successfully referred his quota of twenty suitable B2B candidates to The Company (for onboarding by The Company), the B2B shall make himself/herself available as follows: (1) Monday 6pm – 8pm (Online)
(2) Tuesday 6pm – 8pm (Online)
(3) Wednesday 6pm – 8pm (Online)
(4) Thursday 6pm – 8pm (Online)
(5) Sunday 12 – 2pm (Online, or at Company’s Head Office, at Company’s discretion)
iv) The above times will be used for completion of the onboarding process, if necessary, for product knowledge training, and for successfully referring B2B Candidates to The Company.

9) Earnings and Compensation:
a) Non-Salary Compensation:
i) The B2B Partner acknowledges that because they are engaged in a business-to-business capacity they earn a percentage of monies that come in from student fees within their assigned territory.
ii) B2B Partner will not receive a salary, leave pay, holiday pay, or any such employee-related remuneration or benefits. iii) B2B Partner acknowledges and agrees that no salary, leave pay, holiday pay, or employee benefits shall ever be provided to B2B Partner under this Agreement. B2B Partner waives any rights that might run contrary to this clause. b) Once off Commission:
i) The B2B Partner's opportunity-sharing commission shall be in accordance with the B2B role assigned to the B2B Partner: ii) CLO attracts zero percent commission of income generated by sale of courses to CLOs. CLOs do not receive a once-off commission from sale of courses to CLOs.
iii) CMM attracts a once-off commission of 10 percent of income generated by sale of courses to CLOs within CMMs territory. iv) CMO attracts a once-off commission of 10 percent of income generated by sale of courses to CLOs within CMOs territory. v) CBD attracts a once-off commission of 10 percent of income generated by sale of courses to CLOs within CBDs territory c) Ongoing Earnings:
i) After B2B Students have completed their first semester of their training with us, The Company, together with the B2B Team will then market and sell the SmartFitter Deep & Wide Construction Management Course to school leavers around the world.
ii) The B2B partners will each receive a percentage of monies received from any such sales conducted within the B2B Partner’s assigned territory. B2B Partner to be compensated according to the role the B2B Partner is assigned. Commission will be as follows:
(1) CLOs to be awarded 18.5 percent of income received within CLOs territory. Anticipated CLO earnings: R1.2M / year. (2) CMMs to be awarded 09.25 percent of income received within CMMs territory. Anticipated CMM earnings: R2.4M / year.
(3) CMOs to be awarded 04.63 percent of income received within CMOs territory. Anticipated CLO earnings: R3.6M / year.
(4) CBDs to be awarded 02.31 percent of income received within CBDs territory. Anticipated CLO earnings: R4.8M / year.

10) Commitment:
a) Once B2B Partner’s earnings exceed B2Bs previous income, then B2B Partner will be expected to provide The Company with eight hours per day of their time, Mondays to Fridays.
b) Statutory Obligations: The B2B Partner agrees to be responsible for all statutory returns, including taxes, related to their earnings. These statutory payments are to be made from the B2B Partner’s Earnings.

11) Confidentiality and Non-disclosure:
a) Purpose of Non-disclosure: (“purpose”)
i) The Company focuses on the development of revolutionary products, services and strategies. The Company wishes to keep all information related to its products, services and strategies, away from all possible competition. The Company and the B2B Partner intend to discuss this confidential information with the intention of furthering The Company’s objective to sell its services and products to an international market.
b) Obligations of Parties:
i) The B2B Partner agrees to maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of The Company.
ii) The B2B Partner shall use the Confidential Information solely for the Purpose, and shall take all necessary precautions to prevent unauthorized access, use, or disclosure.
iii) The B2B Partner shall not use the Confidential Information for any purpose other than the Purpose, without the prior written consent of The Company. Even in the event B2B Partner receives written permission to share the confidential information, this will always be on a strictly needs-to-know basis and will always only be with persons who are bound by written confidentiality obligations no less restrictive than those contained herein
iv) B2B Partner further agrees:
(1) never to modify, in any way, any SmartFitter related information, adverts, or any verbal or written company scripts, and especially not when communicating with third parties, prospective clients, etc.
(2) never to post any company information, adverts, etc on any platforms whatsoever, without first getting written email confirmation from The Company President.
(3) that whilst SmartFitter might record meetings … whether online or not … for training, legal or facilitation purposes, B2B Partner, as one of thousands of potential members within the SmartFitter Team, shall not … (without permission received via email from The Company President) … make any such recordings, neither video nor audio. B2B Partner furthermore agrees not to take screenshots during meetings … on the understanding that this could expose Company Information / Proprietary. B2B Partner further agrees that … regardless of what company recordings might enter into B2B Partner’s possession, in howsoever a manner, B2B Partner undertakes never to publish or share such. On the contrary B2B Partner undertakes to return all such information to SmartFitter … via securest possible means … immediately such enters into B2B Partner’s possession.
c) Consequences of Breach:
i) The parties agree that any breach or threatened breach of this Agreement by the B2B Partner, may cause irreparable harm, for which monetary damages would not be adequate, and hereby agree that The Company shall be entitled to seek injunctive relief, without the need to post a bond, in addition to any other remedies available at law or in equity.
ii) The B2B Partner shall be liable for any damages resulting from the breach, including but not limited to financial losses, legal fees, and costs incurred by The Company in enforcing its rights under this Agreement.
d) Legal and Criminal Consequences:
i) The parties acknowledge and agree that any unauthorized disclosure or use of the Confidential Information may result in irreparable harm to The Company, including but not limited to damage to reputation amongst investors, partners and shareholders, plus incalculable financial losses, as well as incalculable loss of competitive advantage.
ii) The B2B Partner further acknowledges and understands that unauthorized disclosure or use of Confidential Information may constitute a breach of this Agreement and may also subject the B2B Partner to civil and criminal liabilities, including but not limited to injunctions, monetary damages, and potential imprisonment.
e) Exclusions:
i) It is not The Company’s intention to create undue concern. The Company thus makes it clear that confidential Information shall not include information that is unrelated to The Company’s clearly and unmistakably revolutionary, or unique, concepts, products, ideas, services, IP, software, and other such proprietary material.
f) Return of Materials:
i) Upon written request by The Company, the B2B Partner shall promptly return or destroy all materials containing or embodying Confidential Information and provide written certification of such destruction.

12) Non-Compete:
a) Restrictions on Competing Activities: During the term of this Agreement and for a period of four years thereafter, the B2B Partner shall not engage in any business activities that directly compete with The Company's core business activities anywhere within the entire international market.

13) Non-Solicitation:
a) The B2B Partner shall not solicit or entice any B2B Partners, employees, contractors, or customers of The Company to terminate or alter their relationship with The Company.
b) B2B Partners are required to avoid speaking to third parties about The Company’s matters. Refer all request for interviews, etc to The Company President.

14) Association:
a) B2B Partner declares that neither B2B Partner nor anyone with whom B2B Partner is closely associated, has any association whatsoever with any person/s who own/s, manage/s or who is/are in any way associated with any Third-Party Educational Training Institution/s.

15) Insurance:
a) B2B Partner acknowledges that they are not entitled to any insurance coverage or benefits that company might or might not provide to Company’s employees.
b) The B2B Partner acknowledges that they are responsible for obtaining any necessary insurance coverage related to their business activities under this Agreement.

16) Termination and Exit Strategy:
a) Either party may terminate this Agreement, without cause, upon thirty (30) days email notification to the other party. If either party fails to comply with any provision of this Agreement, the non-breaching party may terminate this Agreement immediately upon written notice to the breaching party.
b) Company shall have the right to terminate this Agreement immediately and without prior notice in the event that B2B Partner breaches any provision of this Agreement or engages in conduct that is deemed harmful or detrimental to The Company's interests.
c) Upon serving of notice of termination, B2B Partner shall immediately:
i) cease all company business and activities unless instructed otherwise by Company for the express purpose of concluding any tasks The Company regards as important.
ii) return all Company's Material and information in their possession,
iii) destroy all duplicate copies, unless instructed otherwise by The Company.
d) At termination B2B Partner will be entitled to commission on monies received up to the date of termination, for courses sold in his / her territory. B2B Partner will not be entitled to commission / earnings on any outstanding or overdue Course Fees which will still have to be collected by The Company. B2B Partner will be entitled to commission on these overdue monies, neither at the date of termination, nor at any future date.

17) Waiver:
a) No waiver by either party of any provision of this Agreement shall be deemed a waiver of any other provision of this Agreement or of such provision on any other occasion.

18) Counterparts:
a) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

19) Headings:
a) The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

20) Assignment:
a) Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign its rights and obligations under this Agreement without such consent to any of its affiliates or to any entity that acquires all or substantially all of its assets or business to which this Agreement relates, whether by merger, sale of assets, sale of stock, or otherwise. Any assignment in violation of this provision shall be null and void.

21) Force Majeure:
a) Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of God, acts of war, terrorism, civil unrest, embargoes, epidemics, pandemics, strikes, or labour disputes.

22) Interpretation:
a) This Agreement shall be interpreted and construed fairly, in accordance with its plain terms, and without any strict construction in favour of or against either party.

23) Relationship of the Parties:
a) The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

24) Survival:
a) The provisions of this Agreement that by their nature extend beyond the termination of this Agreement shall survive such termination.

25) Construction:
a) This Agreement shall be construed according to its fair meaning and not strictly for or against either party.

26) No Third-Party Beneficiaries:
a) This Agreement is intended for the sole and exclusive benefit of the parties hereto and their respective successors and permitted assigns and nothing herein shall be construed to confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

27) Compliance with Laws:
a) Each party shall comply with all applicable federal, state, and local laws, regulations, and ordinances.

28) Authorized Signatory:
a) Each party represents and warrants that the person signing this Agreement on its behalf has been duly authorized and empowered to enter into this Agreement and to bind it to the terms and conditions hereof.

29) Execution:
a) This Agreement may be executed by facsimile, PDF, or other electronic means, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

30) Indemnification:
a) Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any breach of this Agreement by such party.

31) Integration:
a) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

32) No Oral Modifications:
a) This Agreement may not be modified, amended, or supplemented except by a writing executed by both parties.

33) Notices:
a) All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) on the date of service if served personally on the party to whom notice is to be given, or (ii) on the third day after mailing if mailed to the party to whom notice is to be given, by first-class mail, registered or certified, postage prepaid, and properly addressed as follows: a) If to The Company: SmartFitter, Inc 9701 Wilshire Boulevard Beverly Hills, California b) If to the B2B Partner: B2B Partner’s address as furnished in the application accompanying this agreement.

34) Dispute Resolution:
a) Any dispute arising under or in connection with this Agreement shall be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation under the rules of the American Arbitration Association. If the dispute cannot be resolved through mediation, the parties agree to submit to the exclusive jurisdiction of the state and federal courts located in the State of California, County of Los Angeles, for the resolution of any dispute arising under or in connection with this Agreement.

35) Governing Law and Jurisdiction:
a) This Agreement shall be governed by and construed in accordance with the laws of South Africa. Any dispute arising out of, or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of South Africa.

36) Severability:
a) If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired thereby. The parties shall endeavour to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the intended commercial result of the original provision.

37) Amendments:
a) This Agreement may only be amended in writing signed by both parties.

38) Entire Agreement:
a) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

39) B2B Partner’s, Name, Signature and date of signing:
a) Please note: This document will be accepted as having been read, agreed to, accepted as binding, and signed by the B2B Applicant whose name and address are as per the accompanying form completed by the B2B Partner, at the Date and Time that the B2B Applicant submits this document to The Company. Your clicking the submit button means you agree to be bound not only by this Agreement, but also by this particular clause.

40) Company’s Signature and date of signing:
a) Please note: This agreement will be accepted as having been read, agreed to, accepted as binding, and signed by The Company President at the Date and Time that The Company sends an acknowledgement email response to B2B Partner, stating that The Company has received a copy of B2B Partner’s submission of this Agreement, a copy of which will be attached within the acknowledgement email in .pdf format. Your clicking the submit button means you agree to be bound not only by this Agreement, but also by this particular clause.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT.