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CSA_646394fa82d034a2c99d0944

The Contributor Services Agreement outlines the terms and conditions for Independent Contractors providing services to TELUS International AI Inc. It details the responsibilities of the Independent Contractor, including service delivery, payment terms, confidentiality obligations, and legal compliance regarding personal data. By acknowledging the agreement, the Independent Contractor consents to electronic documentation and confirms understanding of the terms provided in English.

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Wasim Khan
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0% found this document useful (0 votes)
15 views11 pages

CSA_646394fa82d034a2c99d0944

The Contributor Services Agreement outlines the terms and conditions for Independent Contractors providing services to TELUS International AI Inc. It details the responsibilities of the Independent Contractor, including service delivery, payment terms, confidentiality obligations, and legal compliance regarding personal data. By acknowledging the agreement, the Independent Contractor consents to electronic documentation and confirms understanding of the terms provided in English.

Uploaded by

Wasim Khan
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
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Contributor Services Agreement and Release

Acknowledged and agreed by Wasim khan on May 09, 2025 at 21:27

Hello and welcome to the community of Independent Contractors for TELUS International AI Inc.
(the "Company")!

All of the Services (defined below) provided by you (the "Independent Contractor" or "you") to the
Company are governed by the terms and conditions set out in this Contributor Services Agreement
(the "Agreement"). Please be sure to review the terms and conditions carefully.

By acknowledging this Agreement, you also confirm to have read and understand the terms of the
Agreement, which has been provided [and originally drafted] in the English language.

En cliquant sur Accepter, vous confirmez également avoir lu et compris les termes du Contrat qui a
été fourni et rédigé à l'origine en anglais.

By acknowledging this Agreement, you consent to signing or acknowledging TELUS International


documents electronically, and agree that your electronic signature will have the same legal effect as
a hand-written signature. Once accepted, a copy of this Agreement will be made available for
download in the "Agreements" section of your profile on the platform.

Independent Contractor and Company agree as follows:

1. Services.

1.1 Services and Deliverables. Company will propose services to be performed by the
Independent Contractor (the "Services") and for each service will provide information concerning
the required deliverables (the "Deliverables"), fees payable, due dates and other business terms
that apply to the Services. Company may propose Services through the platform or other means as
communicated to Independent Contractor by Company. Independent Contractor may accept the
opportunity or decline to provide the Services in Independent Contractor's sole and absolute
discretion without any form of detriment to the Independent Contractor. If Independent Contractor
accepts the opportunity, Independent Contractor represents and warrants that Independent
Contractor:

1. will perform the Services and provide the Deliverables in accordance with all of the specifications
and other requirements included in the Work Statement that are incorporated herein by reference
and form the terms of the Agreement;
2. will perform the Services in a highly skilled and professional manner consistent with the highest
professional standards in the industry;
3. has the necessary qualifications and training/expertise required to deliver the Services and the
Deliverables, which will be created solely by Independent Contractor;
4. will provide the Services and Deliverables to Company free and clear of any liens or third-party
rights, and in so doing, this Agreement will not breach or conflict with any other obligation or
agreement to which Independent Contractor is a party or any contractual or confidentiality
obligation Independent Contractor owes to a third party; and
5. shall promptly correct any failure of the Services or the Deliverables to conform to the above
warranty at Independent Contractor's sole cost and expense.

Subject to Independent Contractor meeting the requirements for the Services set out or otherwise
communicated by Company, Independent Contractor will have the control and reasonable discretion
as to the manner and means of performing the Services including full autonomy as to work schedule
and tools, materials and equipment used to complete the Services. Independent Contractor
represents and warrants that Services and Deliverables to Company and under this Agreement will
not breach or conflict with any agreement to which Independent Contractor is a party or any
contractual obligation Independent Contractor owes to a third party.

1.2 Review. Company (or its customer, as applicable) will review each Deliverable and may
provide Independent Contractor with requested corrections to align Services and Deliverables with
Company's expectations. Independent Contractor will promptly make all corrections requested by
Company that are reasonably within the scope of the Services for no additional fee. If any requested
change is outside of the scope of the Services and/or Deliverables, Independent Contractor will
promptly notify Company, and Independent Contractor will agree on revised Deliverables and
delivery dates thereto. Any modifications must be agreed to in writing by both parties to be
effective.

1.3 Payment. Company will pay Independent Contractor for all Services and Deliverables as
described in the Services Request but no later than sixty (60) days from either the issuance of the
applicable invoice or, where fees are calculated automatically through the platform based on
Services and Deliverables provided and mutually agreed under the Agreement, the end of the Term.
Independent Contractor agrees that the fees offered will be full and complete compensation for
Independent Contractor's performance of the Services and provision of the Deliverables and shall
be inclusive of any taxes. Independent Contractor will be solely responsible for all costs and
expenses associated with the Services. Independent Contractor is also solely responsible for the
payment of any taxes, fees, costs or otherwise to the appropriate tax authority in a timely manner
and as prescribed by law.

1.4 Equipment. Independent Contractor agrees to supply, at its own expense, all tools and
materials necessary for Independent Contractor to perform the Services, including, but not limited to,
all necessary hardware, software, equipment and supplies. Under exceptional circumstances, the
Company may furnish materials and equipment to Independent Contractor. Any materials and
equipment furnished by Company to Independent Contractor in connection with this Agreement,
unless fully paid for by Independent Contractor, are and will remain the property of Company and
will be deemed to be loaned to Independent Contractor. Upon the earlier of Company's request or
the expiry or termination of the Agreement, Independent Contractor shall provide, to Company or to
Company's designate, all Company equipment and materials related to the Services covered under
the Agreement in the same condition as they were when furnished by Company. Final payment by
Company of the fees for Services and Deliverables will be contingent on the return of such
equipment and materials in addition to any other legal remedies the Company may have.

1.5 Company Requirements. Independent Contractor will comply with all requirements and
policies provided to Independent Contractor by Company or the applicable Company customer
(collectively, the "Requirements"). In addition to the Requirements, Independent Contractor agrees
to comply with Company's Supplier Code of Conduct found at TELUS International Supplier Code of
Conduct and any and all requirements concerning information security measures in performance of
Independent Contractor's obligations and in all cases, no less than commercially reasonable
standards. Independent Contractor shall observe and comply with all applicable laws, regulations,
ordinances, and codes of governmental entities relating to the provision of the Services and
Deliverables.

1.6 Access to Tools and Quality Review. The Company may restrict access to the online tools
from time to time in its sole and absolute discretion as part of its quality review process. Quality
reviews take place on a weekly basis and may result in your access being temporarily suspended
while the review process and remediation is occurring (the "Suspension Period"). No compensation
shall be paid for hours not worked during the Suspension Period and the Company makes no
guarantees regarding the duration of the Suspension Period.

2. Confidentiality.

2.1 Definition. "Confidential Information" means any non-public information (of Company or
Company's customers) that is provided to Independent Contractor by Company or any of Company'
affiliates, customers, business partners, third parties or independent contractors. Confidential
Information includes, but is not limited to, (i) all software, documentation, financial, marketing and
customer data (including, Company data, customer information, personal data, retention plans,
strategies and other business information, (ii) any rating procedures, rules and guidelines, systems
and processes, ratings hub, and the underlying methodologies and processes of the foregoing and
all related training and documentation, and (iii) any discoveries, inventions, trade secrets, research
and development efforts, know-how and show-how, and all deliverables, derivatives, improvements,
and enhancements to any of the above. "Confidential Information" does not include information that:
(a) was rightfully known to Independent Contractor, without any obligation of confidentiality, prior to
receiving the same information from Company; (b) is or becomes publicly available without breach
of any confidentiality obligation; or (c) is rightfully obtained by Independent Contractor from a source
other than Company without breach of any confidentiality obligation.

2.2 Use of Information. Independent Contractor understands that Confidential Information


constitutes a valuable and unique asset to the Company. Independent Contractor will use
Confidential Information only for the purpose of providing the Services and Deliverables and will not
disclose, distribute, transfer, sell, share, destruction or otherwise use ("Use") it for Independent
Contractor's own benefit or the benefit of any other party. Independent Contractor will not disclose or
distribute Confidential Information to any third party without Company's prior written consent.

2.3 Protection of Information. Independent Contractor will protect Confidential Information from
any unauthorized use or disclosure, including implementing all reasonable security measures
needed to protect the Confidential Information. Independent Contractor will notify Company
immediately if Independent Contractor becomes aware of any unauthorized Use of any Confidential
Information, including any personal data received by Independent Contractor in the course of
performing the Services. Independent Contractor may disclose Confidential Information pursuant to
a valid order issued by a court or government agency; provided that, Independent Contractor gives
Company at least ten (10) days prior written notice of such obligation and the opportunity to oppose
such disclosure or obtain a protective order or the equivalent.

2.4 Customer Information. In addition to and without reducing any other obligation set out
in this Agreement, Independent Contractor specifically acknowledges that all information
related to any Company customer, including any information about a customer's business,
product plans, strategic relationships, etc., is to be held in the strictest confidence.
Independent Contractor must not disclose any information about the Services and
Deliverables provided by Independent Contractor or the Company's or customer's identity or
Confidential Information in any materials, including, without limitation, postings in social
media or on the Company or Independent Contractor's website. Independent Contractor
must not duplicate any images, text, video, audio, or other content provided to Company by
Independent Contractor or from Company to Independent Contractor, other than as strictly
needed to perform the Services.

2.5 Return of Information. All Confidential Information will remain the property of the Company.
Upon Company' request or upon the termination of this Agreement, or Services Request,
Independent Contractor will promptly return or destroy, at Company's option, all copies of
Confidential Information and the Deliverables and certify the completion of Independent Contractor's
obligations under this Section in writing.

2.6 Investigations and Audits. Independent Contractor will cooperate fully in any investigation of
any unauthorized Use of Confidential Information and will promptly provide requested information
and reasonable access to any information or systems (e.g., documents or work systems).
Independent Contractor will cooperate in any reasonable audit regarding its obligations under this
Agreement, required by law or under Company's contracts with its customers. Company will provide
the Independent Contractor with reasonable notice and an explanation in connection with any audit.

2.7 Protection of Business Interests. Independent Contractor will not directly or indirectly solicit
any customer of Company for any business or other opportunity based on any information learned in
the course of providing the Services or that was otherwise provided by Company.

2.8 Court-granted Relief. Independent Contractor acknowledges that any breach of its
obligations under this Agreement will result in irreparable harm to the Company. In the event of an
actual or threatened breach of this Agreement, Company will be entitled to immediate injunctive
relief in addition to any other legal relief available to it.

3. Relationship. Independent Contractor is engaged as, and shall perform the Services as an
independent contractor, and Independent Contractor acknowledges that Independent Contractor will
not be considered an employee, agent, joint venture or partner of Company or any of its customers,
under the provisions of this Agreement or otherwise. Independent Contractor shall not receive nor
be entitled to any employment-related benefit or entitlement such as vacation pay, holiday pay,
termination notice, payment in lieu of termination notice, or severance pay, in connection with the
performance of its obligations under this Agreement. Independent Contractor does not have and will
not have any authority to bind Company or assume or create any obligation on behalf of Company,
and Independent Contractor will not represent to any third party that Independent Contractor has
any such authority. No part of Independent Contractor's compensation will be subject to withholding
by Company or payment by the Company for the payment of social insurance, pension plan, social
security, unemployment insurance, or disability insurance or their equivalents or any other similar
tax obligations, unless otherwise required by laws applying to Company.

4. Legal Compliance.

4.1 Personal Data.


(a) Independent Contractor's Personal Data. Independent Contractor acknowledges
and agrees that Company has provided Independent Contractor, where applicable, with a
description of personal data that Company will collect, as well as a description of Company's use
and disclosure of such personal data, in connection with Independent Contractor's performance of
the Services and Deliverables. Such data may include contract data, demographic data, or Work
Product Data, (collectively, the "data"), unless otherwise distinguished among types of data.
Independent Contractor represents that any data, including any personal data, that it submits in
connection with the Services is that of Independent Contractor, or, if Independent Contractor
submits any data, including any personal data, from any person under the age of 18, or the age of
majority in your jurisdiction, that you are the legal parent or guardian with appropriate legal authority
("Guardian") to provide such data, including personal data. Where the participant is under 18 years
of age, or the legal age in your country ("Minor Participant"), Independent Contractor represents
that you have full power and authority to grant all rights and licenses related to the participant's
participation. Where applicable, Independent Contractor provides consent for any minor data subject
to participate in any data collection activity and agrees that such participation is part of the Services.
References to "you" or "your" include any personal data that Independent Contractor provides
pertaining to a minor. Guardian gives consent for Minor Participant to participate in this Program.
With respect to all Data required to participate in the Project, Guardian acknowledges and agrees
that Guardian will submit, or, as applicable, work directly with Company personnel to submit, all
such Data to Company. Guardian expressly acknowledges and agrees that Guardian will not cause
any Minor Participant to provide, upload or submit any such Data directly to Company. By executing
this Agreement, Guardian consents to the Processing of Guardian and Minor Participant data.

(b) Company shall use and disclose any personal data that Independent Contractor submits
as part of the Services in accordance with any notice provided to you and the Community Data
Privacy Notice. In the event of a conflict between this Contributor Services Agreement and Release
and the Community Data Privacy Notice, the terms of this Agreement will govern. Independent
Contractor shall not provide any personal data beyond what is necessary to perform the Services. If
Company is collecting your personal data on behalf of a customer, your personal data will be shared
with such customer in accordance with this Contributor Services Agreement and any notices
provided to you, and Company is not responsible for customer's use of your personal data. Where
permitted by applicable law, and with your consent, as required by law, you acknowledge and agree
that Company's customer may collect and use biometric information from your personal data,
including, without limitation, retinal or iris scan, fingerprints, voiceprints, facial geometry or other
facial measurements, and other processes that may be deemed as a biometric collection.

(c) The Community Data Privacy Notice includes information about how to contact Company
with any questions or concerns regarding use of personal data as well as any rights you have with
regard to your personal data. Except as otherwise prohibited by applicable law, Company is unable
to delete, erase, return, or otherwise provide you with access to any personal data that you provide
to it in connection with your performance of the Services. By executing this Agreement and providing
the Services, you consent to the processing of your data, including your personal data, provided in
the course of performing the Services, and to the transfer of your data to Company's customer. You
acknowledge and agree, as required by applicable law, that your personal data may be transferred
to and processed in a location, including the United States, other than your place of residence.

(d) Release. Independent Contractor understands and agrees that any data, including,
personal data, except as otherwise prohibited under applicable law, shall become and remain the
property of Company and Company's customer and that Independent Contractor shall have no right,
title or interest in data provided in connection with the Services. In the event the foregoing is a
violation of applicable law or the transfer is not effective for any reason, You and Guardian hereby
irrevocably and unconditionally grant to Company and Company's customer a royalty-free,
worldwide, irrevocable, perpetual, non-exclusive right and license (but not an obligation) to, and to
permit others to, collect, use, share, sell, store, copy, create derivative works, and display any
participant's name, voice, likeness, appearance, actions, voice, conversations and
characteristics/mannerisms, photographs and video, and any and all information supplied by or
about me, including biographical information and/or other materials I may provide, as well as other
information Company may have received from other sources ("Appearance"), and disclose, transfer
and otherwise process any data in perpetuity ("Process") in connection with the notice(s) provided to
you and to any intellectual property, rights of publicity, and any other legal rights necessary in order
for Company, Company's customer and others to use the data for the purposes as described in any
notices provided to you and the Community Data Privacy Notice. To the maximum extent permitted
by law, Independent Contractor, including on behalf of Guardian and/or Minor Participant, hereby
release Company, its customers, successors, assignees and licensees and each of their respective
parents, subsidiaries and affiliated companies (all such individuals and entities collectively referred
to as the "Released Parties") from any claim of any kind or nature whatsoever arising from the use
of the Appearance including, without limitation, any and all claims, demands, or liabilities for invasion
of privacy, infringement of my right of publicity, defamation (including libel and slander) and any
other personal and/or property rights (collectively, the "Released Matters"). I intend and agree that
this Release shall be effective as a full and final accord and satisfaction and general release of and
from all Released Matters. In connection with this waiver, I acknowledge that I am aware that I may
hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from
those which I now know or believe to be true, with respect to the subject matter of this Release.
Nevertheless, I intend by this Agreement to release fully, finally and forever all Released Matters
under this Release. In furtherance of such intention, the releases set forth in this Agreement shall be
and shall remain in effect as full and complete releases notwithstanding the discovery or existence
of any such additional or different claims or facts relevant hereto. This study does not pose any
known significant physical or psychological risks or benefits. If Independent Contractor feels
uncomfortable at any time, please contact Company at [insert].

(e) Personal Data. Independent Contractor acknowledges that some of the content that
Independent Contractor may receive in connection with the Services or may generate in the course
of providing the Services may include personal data, and acknowledges that personal data is and
shall remain the exclusive property of the Company. Independent Contractor will treat all such
personal data as Confidential Information as described in Section 2 above. In addition, Independent
Contractor will Use any such Confidential Information solely as directed by the Company and for no
other purpose.

4.2 Legal Compliance. Independent Contractor will comply with all laws, rules and regulations in
connection with Independent Contractor's performance of the Services, including all registration as
an independent contractor, as required, reporting and other obligations related to operating a
business in Independent Contractor's jurisdiction, for example, regulations prohibiting bribery,
money laundering and discrimination. Independent Contractor represents and warrants that
Independent Contractor has the legal authority to enter into this Agreement any and that all of the
information they provide to Company in any application or any required form is accurate and
complete. Additionally, Independent Contractor represents and warrants that Independent
Contractor is not subject to any contractual obligations that interfere with or prohibit Independent
Contractor's performance of the Services or provision of the Deliverables.

For Independent Contractors operating in France, Independent Contractor represents and warrants
that Independent Contractor is duly registered with the Registre du Commerce et des Sociétés as an
independent contractor and shall produce any evidence of Independent Contractor's compliance
with independent contractor's tax and social security regulations as required by the Company under
applicable laws.

5. Proprietary Rights.

5.1 Ownership. To the extent permitted by applicable law, Independent Contractor agrees that
the Services are provided on a "work-for-hire" basis and that all right, title and interest in any and all
intellectual property rights (including, for example, all copyrights, trademarks, patents, trade secret
rights and all contract and licensing rights) developed by Independent Contractor (either individually
or in collaboration with others) relating to the Services and Deliverables (collectively, the "Work
Product") will be the sole and exclusive property of Company. Independent Contractor
acknowledges that Company's rights to the Work Product are exclusive to Company and include, for
example, the right to use, adapt, reproduce, distribute, broadcast, display and make derivative works
("Exploit") of the Work Product in any and all media and all formats now known or later developed.
In addition, all files, records, documents, drawings, specifications, equipment and similar items
related to Company's business, whether prepared by Independent Contractor or otherwise coming
into Independent Contractor's possession, will remain the exclusive property of Company.

5.2 Assignment of Rights. To the extent permitted by applicable law, Independent Contractor
hereby irrevocably assigns and transfers to Company all right, title and interest in and to the Work
Product. Independent Contractor acknowledges that the Company will have the sole and exclusive
worldwide right, title and interest in perpetuity to Use and Exploit all or any part of the Work Product.
Independent Contractor agrees they will not assert any moral rights in the Work Product and, to the
extent permitted by applicable law, hereby waives all such moral rights. In addition, Independent
Contractor agrees to execute any documents as the Company may request evidence or otherwise
protect Company's ownership of the Work Product.

5.3 Third Party Rights. Independent Contractor will not Use or Exploit any third party materials
or otherwise infringe any third party privacy, publicity, or property right of any kind in the
performance of the Services or provision of the Deliverables. Independent Contractor will not
disclose any third-party confidential information to Company at any time.

6. Term and Termination. Subject to the terms of this Section, this Agreement will become
effective when accepted by Independent Contractor and will remain in effect until terminated by
either Independent Contractor or Company for a period of twelve (12) months unless terminated
earlier by either Independent Contractor or Company as provided below (the "Term"). Thereafter,
this Agreement will automatically be extended for consecutive one (1) year term, unless otherwise
terminated as provided in this Agreement. The Parties may terminate this Agreement at any time on
written notice to Company; provided Independent Contractor completes any Services that
Independent Contractor has agreed to provide prior to Independent Contractor's termination of the
Agreement and provided that the Company will pay Independent Contractor for all Services properly
performed as of the termination date. After termination of this Agreement, Independent Contractor
and Company will continue to comply with the following Sections of this Agreement: Section 2
(Confidentiality), Section 3 (Relationship), Section 4 (Legal Compliance), Section 5 (Proprietary
Rights), Section 8 (Company Contracting Party and Governing Law), Section 9 (General) and
Section 10 (Arbitration).

7. Limitation of Liability and Indemnity.

7.1 NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT OR THE PROVISION OF THE SERVICES OR DELIVERABLES, INCLUDING
LOST PROFITS, ANTICIPATED OR LOST REVENUE. IN NO EVENT SHALL COMPANY BE
LIABLE TO INDEPENDENT CONTRACTOR FOR ANY INJURY, CLAIM, LOSSES, DAMAGES,
LIABILITIES, OR COSTS (INCLUDING, WITHOUT LIMITATION, LEGAL FEES) OF ANY NATURE
ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES OR THE
DELIVERABLES IN EXCESS OF THE AMOUNT WHICH COMPANY PAID FOR THE FEES
PAYABLE TO INDEPENDENT CONTRACTOR FOR THE SERVICES AND DELIVERABLES FOR
THE THREE (3) PRIOR MONTHS PRECEDING THE FIRST EVENT OR MATTER THAT GAVE
RISE TO THE CLAIM, LOSS, DAMAGE OR COST.
7.2 Independent Contractor shall, at its own expense, defend, indemnify, and hold harmless
Company, its affiliates and successors, and each of their respective directors, officers and
employees (each a "Company Indemnitee")from and against any and all damages, expenses,
liabilities, costs, penalties, losses and claims of whatever nature (including legal fees and
expenses)("Damages") arising from or attributable to the Independent Contractor in connection with
its performance of Services, provision of the Deliverables, any breach of this Agreement by
Independent Contractor or any determination by any court, arbitrator, taxing authority, government
entity, agency, ministry or adjudicating body that the relationship between the Company and
Independent Contractor, is not an independent contractor relationship, including any and all
Damages any Company Indemnitee may suffer as a result of enforcing the indemnification
provisions set out in this section 7.2.

7.3 Independent Contractor shall (to the extent permitted by applicable law), at its own expense,
indemnify, defend and hold Company, its affiliates and their respective directors, officers and
employees harmless each Company Indemnitee from a determination by any court, arbitrator, taxing
authority, government entity, agency, ministry or adjudicating body that the relationship between the
Company and Independent Contractor, is not an independent contractor relationship, including any
and all damages, expenses, liabilities, costs, penalties, losses and claims any Company Indemnitee
may suffer as a result of enforcing the indemnification provisions set out in this section 7.3.

WITHOUT LIMITING ANY INDEMNITY SET FORTH ABOVE, INDEPENDENT CONTRACTOR,


ON YOUR OWN OR ON PARTICIPANT'S BEHALF, AS APPLICABLE, AGREE TO DISCHARGE
COMPANY AND COMPANY"S CLIENT AND EACH OF THEIR AGENTS, OFFICIALS,
EMPLOYEES, OFFICERS, DIRECTORS, AND AFFILIATES ("AGENTS") OF AND FROM ANY
AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, EXPENSES OR DAMAGES AND
LIABILITIES OF EVERY KIND AND NATURE IN LAW OR EQUITY, THAT YOU, AND/OR YOUR
MINOR PARTICIPANT HAD OR MAY HAVE, ARISING FROM OR IN ANY WAY RELATED TO
THIS STUDY OR THE PROCESSING DATA PROVIDED IN THE SERVICES, PROVIDED THAT
THIS WAIVER OF LIABILITY DOES NOT APPLY TO ANY ACTS BY COMPANY OR
COMPANY'S CLIENT OR EACH OF THEIR AGENTS OF INTENTIONAL, WILLFUL OR WANTON
MISCONDUCT.

8. Company Contracting Party and Governing Law.

8.1 This Agreement will be governed exclusively by the laws of the State of Delaware, without
reference to any conflict of laws principles that would require the application of the laws of any other
jurisdiction. Additionally, the provisions of Section 10 (Arbitration) below will apply to Independent
Contractor.

9. General. This Agreement, the Requirements, and Service Request(s) embody the entire
understanding between the parties concerning the subject matter hereof and supersede any and all
other negotiations or agreements between the parties. This Agreement cannot be modified except in
the form of a writing accepted by both parties. This Agreement has no third party beneficiaries other
than Company's customers, who may enforce the terms of this Agreement or any applicable
Requirements directly. No failure of either party to exercise or enforce any of its rights under this
Agreement will act as a waiver of any of its rights. Independent Contractor will not subcontract or
assign any of Independent Contractor's rights or obligations under this Agreement or the
Requirements without the prior written consent of Company. This Agreement shall benefit and be
binding upon the Company's successors, affiliates and assigns. Should any provision of this
Agreement be found unenforceable, such provision will be enforced to the fullest extent permitted by
law and the remainder of this Agreement will remain in full force and effect.

10. Arbitration (US-based Independent Contractors only).


10.1 Exclusive Use of Arbitration. Independent Contractor and Company mutually agree to
resolve any disputes exclusively through final and binding arbitration instead of filing a lawsuit in
court. This arbitration provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and will
apply to any and all claims arising out of or relating to the Services, the Requirements, this
Agreement, the nature of the relationship between Independent Contractor and Company (including
any Company affiliates or customers) and all other aspects of Independent Contractor's relationship
with Company whether arising under federal, state or local statutory or common law. The arbitrator
will have the exclusive authority to resolve any dispute relating to the interpretation,
applicability, enforceability, or formation of this arbitration provision, other than Sections
10.2 and 10.3 below relating to the Class Action Waiver or Representative Action Waiver.
Independent Contractor acknowledges this means such disputes will not be resolved by a
court or jury trial.

10.2 Class Action Waiver. Independent Contractor and Company mutually agree that by
agreeing to arbitrate any dispute, each waives its right to have any dispute or claim brought,
heard or arbitrated as a class action or collective action and that the arbitrator will not have
any authority to hear or arbitrate any class or collective action ("Class Action Waiver").

10.3 Representative Action Waiver. Independent Contractor and Company mutually agree
that by agreeing to arbitrate, each waives its right to have any dispute or claim brought,
heard or arbitrated as a representative action and that the arbitrator will not have any
authority to arbitrate a representative action ("Representative Action Waiver").

10.4 Process.

(i) Notice. If either party wishes to initiate arbitration, the initiating party must notify the
other party in writing delivered by courier or other verifiable delivery method. The notice must
include (a) the name and address of the party seeking arbitration, (b) a statement of the legal and
factual basis of the claim, and (c) a description of the remedy sought.

(ii) Procedural Requirements. The arbitration will be governed by the terms of this
Section and, except as otherwise provided in this Section 10, by the Judicial Arbitration and
Mediation Services ("JAMs Rules"). The arbitration will be heard by one arbitrator selected in
accordance with the JAMs Rules. The arbitrator will apply the state or federal substantive law, as
applicable. The arbitrat or may issue orders (including subpoenas to third parties) allowing the
parties to conduct discovery sufficient to allow each party to prepare that party's claims and
defenses, taking into consideration that arbitration is designed to be a speedy and efficient method
for resolving disputes. The arbitrator may hear motions and will apply the standards of the Federal
Rules of Civil Procedure governing such motions. Except as provided in the Class Action Waiver
and Representative Action Waiver, the arbitrator may award only remedies that would otherwise be
available in a court of law. The arbitrator's decision or award will be in writing with findings of fact
and conclusions of law and will be final and binding on the parties. Notwithstanding the foregoing,
either party may apply to a court of competent jurisdiction for temporary or preliminary injunctive
relief as needed to protect such party's rights.

11. Advice of Counsel. Independent Contractor has the right to consult with private counsel of
Independent Contractor's choice with respect to any aspect of, or any claim that may be subject to,
this Agreement, including this arbitration provision, at Independent Contractor's sole expense.

12. Enforceability. In the event any portion of the arbitration provision and/or the Agreement is
deemed unenforceable, the remainder of the arbitration provision and/or the Agreement will remain
in full force and effect.

13. Prevailing Language. The parties have expressly requested that this contract be drafted in
the English language. Les parties ont expressément requis que ce contrat soit rédigée en anglais. If
this Agreement is translated into a language other than English for any purpose, the English version
shall prevail in the event of any differences, questions or disputes concerning the meaning, form,
validity or interpretation of this Agreement.

INFORMATION SECURITY STANDARD FOR TELUS International AI

CONTRIBUTORS - Contributor agrees to follow the requirements described below:

• Do not share with anyone the login credentials to Company systems that are provided by the
Company.
• Keep software up-to-date and install software updates no later than 72 hours of its release on the
devices used to deliver services to the Company.
• Use trusted anti-malware protection on the devices used to deliver services to the Company to
secure against malware such as ransomware, virus, trojan, etc.
• Secure the devices used to deliver services to the Company against loss and theft.
• Enable password lock for the devices used to deliver services to the Company, and use a
different password for the device than the one used to access the Company services and data.
• Use strong passwords wherever password-based authentication is required, for the devices used
to deliver services to the Company and for access to the systems provided by the Company.
• Do not use jailbreak or root devices used to deliver services to the Company. Jailbreaking or
rooting a device breaks the built-in security capabilities of the device designed by the
manufacturer.
• Configure devices used to deliver services to the Company to lock automatically when not in use
no later than 5 minutes.
• Configure devices used to deliver services to the Company to lock the user account if an incorrect
password is entered more than 5 times.
• Do not connect the devices used to deliver services to the Company to an insecure network such
as open, non-encrypted and public wireless networks.
• Be mindful of your screen display, and avoid placing it where it can be seen by others while
performing services for the Company.
• Do not carry out services for the Company on shared computers such as cyber cafés, public
kiosks, or any other device that you do not own or manage.
• Enable full disk encryption where the data is downloaded or stored locally on the devices used to
deliver services to the Company.
• Disable the automated backup facility on the devices used to deliver services to the Company
such that the device do not create a copy of the Company data anywhere.
• Do not transfer any information between Company and personal applications via devices used to
deliver services to the Company.
• You must report a suspected security incident that impacts the Company's systems or data at the
earliest, no later than 24 hours after becoming aware of such incident.
• You must support and cooperate for investigations of the security incidents related to the
Company's systems or data.
• If you are found to violate the Company security and privacy requirements, the Company
reserves the right to take appropriate remedial action up to and including restriction or loss of
access privileges to Company systems, termination of Contributor engagement and possible legal
prosecution where applicable.
• You must securely erase all Company data and applications on the exit or completion of the
project and/or termination of the contract with the Company.

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