[Disclaimer (delete prior to use): Matterport is providing the following template as a starting point for MSPs to develop their

own form agreements for use with customers. MSPs will need to modify the following template to fit their specific business
needs and local legal requirements, in consultation with their local legal counsel. MATTERPORT IS NOT PROVIDING LEGAL
ADVICE BY PROVIDING THIS TEMPLATE. MATTERPORT DOES NOT REPRESENT OR WARRANT THAT THE FOLLOWING
TEMPLATE IS ACCURATE, COMPLETE OR LEGALLY ADEQUATE AND DISCLAIMS ALL IMPLIED WARRANTIES. UNDER NO
CIRCUMSTANCES WILL MATTERPORT HAVE ANY LIABILITY RESULTING FROM ANY USE OF THE FOLLOWING TEMPLATE.
By accessing and/or using the following template, MSPs and any other users agree to be bound by the foregoing.]

CONTRACTOR AGREEMENT

This Contractor Agreement (“Agreement”), effective as of __________, 20__ ( “Effective Date”), is entered by and between
_____________ (“Company”), and _______________________ (“Contractor”).

1. SCOPE OF SERVICES

1.1 Services. Contractor shall provide the Services to Company (“Services”):

____________________________________________________________________________________________________
____________________________________________________________________________________________________
If Company requests additional services outside the scope of the Services as stated above, the parties will mutually agree
upon the scope and terms of such additional services in a written change order.

1.2 Restrictions. Contractor shall perform the Services at is sole expense, and Company will not be responsible to reimburse any
expenses of Contractor. Company will enter into all service agreements directly with customers. Contractor shall not: (a)
make any representation, warranty or covenant on behalf of Company to any customer of Company; (b) enter into any
agreement directly with any customer; or (c) bind or purport to bind Company to any obligation with any customer without
Company’s prior written consent. Contractor must maintain a professional behavior while performing Services, in accordance
with any instructions provided by Company. Drugs and/or alcohol are not permitted to be consumed while Contractor is
performing any Services. Contractor shall not subcontract or delegate performance of any portion of the Services without the
prior written consent of Company.

2. PROPRIETARY RIGHTS

2.1 Ownership of Work. All work product of Contractor created in the course of performing the Services (“Work”) shall be
specifically commissioned as a work made for hire by Company, as that term is used in the United States copyright laws, and
Contractor hereby assigns to Company, worldwide and in perpetuity, all rights, including intellectual property rights, in and to
the Work. Company shall exclusively own in perpetuity on a worldwide basis all right, title and interest in and to the Work and
all elements thereof that may be created, designed, developed or provided by or for Contractor in the course of performing the
Services, and any intellectual property rights embodied therein or pertaining thereto, whether or not accruing during the term of
this Agreement, for any and all uses in any media without any compensation except as set forth in this Agreement. Company
shall have the right to adapt, change, revise, delete from, add to or rearrange the results and proceeds of the Work, and
Contractor expressly waives the benefit of any law, doctrine or principle known as "droit moral," moral rights, artists’ rights,
rights of artistic integrity or any similar law, doctrine or principle, however denominated.

2.2 No Retention of Work. Contractor shall provide Company with all copies of the Work and agrees not to retain any copies or
media related to the Work.

3. FEES AND PAYMENTS

3.1 Fees. Company shall pay Contractor the following fees for the Services: _________________________________________.

3.2 Invoices and Payment. Contractor shall invoice Company in arrears for Services chargeable hereunder monthly. Company
shall pay each correct, undisputed invoice via check or wire transfer within thirty (30) days of receipt of invoice. All invoiced
amounts shall be expressed in, and Company shall make all payments in the following currency: _____________.

3.3 Taxes. All amounts payable by Company to Contractor under this Agreement are exclusive of any sales, use, excise, import
or export, value-added, or withholding tax, levy or similar governmental charge that may be legally assessed by any
jurisdiction, whether based on the delivery, possession or use of the Work, the provision of Services, or the payment of fees
(“Taxes”); provided, however, that Company shall have no liability for income or franchise taxes of Contractor.

4. LIMITATION OF LIABILITY; INDEMNIFICATION

4.1 Limitation of Liability. EXCEPT IN CONNECTION WITH ANY BREACH OF SECTION 1.2 OR 2, OR A PARTY’S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT: (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY,
ITS AFFILIATES OR LICENSORS SHALL BE LIABLE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR
OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE
OR EXEMPLARY DAMAGES; AND (b) IN NO EVENT SHALL THE TOTAL LIABILITY OF EITHER PARTY, ITS AFFILIATES
OR ITS LICENSORS UNDER THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE TO CONTRACTOR
HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF
ACTION AROSE.

4.2 Indemnification. Contractor, at Contractor’s own expense, will indemnify, defend and hold harmless Company, its corporate
affiliates and licensors, and their respective officers, directors, employees, representatives and agents (each a “Company
Indemnitee”) from and against any claim, demand, action, class action, investigation or other proceeding, including but not
limited to all damages, losses, liabilities, judgments, costs and expenses (including reasonable attorneys’ fees) arising
therefrom (each a “Claim”), brought by any third party against a Company Indemnitee to the extent that such Claim is based
on, or arises out of: (a) a breach, or potential breach, of any of Contractor’s obligations under this Agreement; (b) any physical
injury or damage to property caused by Contractor or its permitted subcontractors in the performance of the Services; or (c)
any alleged or actual fraud, gross negligence or willful misconduct of Contractor or any permitted subcontractor of Contractor.
In the event of a claim in respect of which a Company Indemnitee seeks indemnification from Contractor under this Section,
the Company Indemnitee will promptly notify Contractor in writing of the claim, cooperate with Contractor in defending or
settling the claim at Contractor’s expense, and allow Contractor to control the defense and settlement of the claim, including
the selection of attorneys; provided, however, that Contractor shall not settle any claim unless such settlement completely and
forever releases the Company Indemnitee from all liability with respect to such claim or unless the Company Indemnitee
consents to such settlement in writing.

5. TERM AND TERMINATION

5.1 Term. This Agreement will take effect on the Effective Date and, unless earlier terminated in accordance with this Agreement,
will remain in effect until all of the Services have been completed (“Term”).

5.2 Termination for Convenience. Either party may terminate this Agreement for any reason at any time upon two (2) days prior
written notice.

5.3 Effect of Termination. Upon the expiration or termination of this Agreement for any reason: (a) Company shall, within thirty
(30) days of expiration or termination, pay to Contractor all amounts then accrued and payable under this Agreement for
Services actually performed; (b) Contractor shall promptly provide to Company all copies of any Work, whether or not
complete, in Contractor’s possession; and (c) Sections 2, 4, 5.3 and 6 shall survive.

6. GENERAL TERMS

Contractor shall not assign this Agreement without the prior written consent of Company. Any attempt by Contractor to assign
other than in accordance with this provision shall be null and void. Unless otherwise specified herein, any notices, invoices
and other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or
sent by email or by overnight courier, to the intended recipient thereof at such address of a party set out herein or otherwise
provided by a party; provided, however, that any notices regarding breach or termination of this Agreement shall only be given
by overnight courier. The parties acknowledge that the relationship of the parties is that of independent contractors and that
nothing contained in this Agreement shall be construed to place the parties in the relationship of principal and agent, employer
and employee, partners or joint venturers. No amendment of any provision of this Agreement shall be effective unless set
forth in a writing signed by a representative of Company and Contractor, and then only to the extent specifically set forth
therein. No waiver by either party of any condition or the breach of any provision of this Agreement in any one or more
instances shall be deemed a further or continuing waiver of the same or any other condition or provision. This Agreement
shall be governed by the laws of __________________________, without regard to its conflict of law rules. Any claims or
litigation arising under this Agreement will be brought by the parties solely in state and federal courts located in
__________________________. If any action at law or in equity is necessary to enforce the terms of this Agreement, the
prevailing party shall be entitled to reimbursement from the other party for its expenses and reasonable attorneys’ fees
associated with the action, in addition to any other relief to which such prevailing party may be entitled. This Agreement
embodies the entire agreement between the parties with respect to the subject matter hereof and thereof, and supersedes all
prior negotiations, discussions, agreements and understandings between the parties relating to the subject matter hereof and
thereof. If any term of this Agreement or part hereof not essential to the commercial purpose of this Agreement shall be held
to be illegal, invalid or unenforceable, it is the intention of the parties that the remaining terms hereof or part hereof shall
constitute their agreement with respect to the subject matter hereof and thereof and all such remaining terms, or parts thereof,
shall remain in full force and effect. Neither party shall use or refer to the name of the other party or any trademark or service

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 mark of the other party in any marketing, advertising, press release, or other public announcement without the prior written
consent of the other party. Neither party shall be liable to the other for any default or delay in the performance of any of its
obligations under this Agreement if such default or delay is caused, directly or indirectly, by any cause beyond such party’s
reasonable control. This Agreement may be executed in any number of counterparts, each of which will be deemed an
original and all of which together will constitute one and the same instrument. A signature received via facsimile or
electronically via email shall be as legally binding for all purposes as an original signature.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by duly authorized officers or
representatives to be effective as of the Effective Date.

[COMPANY NAME] [CONSULTANT NAME]

By: By:

Name: Name:

Title: Title:

Address: Address:

Phone: Phone: