Commercial Agent: Collaboration Framework

1. Status and role of the agent

The agent acts in complete independence from Innovact srl.: there is no relationship of subordination and, unless otherwise stated, no exclusivity. The agent identifies opportunities and/or helps bring them to completion, according to the agreed level of involvement, but never commits Innovact srl. beyond the powers explicitly granted to it.

Unlike a subcontractor, who carries out a mission that we define, the agent plays an active commercial role. Innovact srl.'s management remains solely responsible for final decisions, except where explicit delegation has been granted for a sector entrusted to the agent's autonomy.

2. Role and responsibilities of the agent

As part of their collaboration with Innovact srl., the agent carries out the following tasks:

• Identify and pass on relevant opportunities or contacts;
• Take part, according to the agreed level of involvement, in negotiating and finalising cases;
• Where applicable, independently manage a sector or area entrusted to them.

3. A remuneration model based solely on results

The agent's remuneration is based solely on results: without an actual outcome, no commission is due. There are three levels of involvement, with a commission rate that increases according to the scale of the role played:

• Providing a contact — Innovact srl. handles the rest of the case on its own;
• Providing and fully managing the case, through to joint validation before conclusion;
• Independent management of a sector or area entrusted to the agent's responsibility.

4. What the agreement signed with each agent sets out

This general framework sets out the philosophy and responsibilities of the collaboration. Each agent is then offered a specific agreement, signed separately, which specifies:

• The commission rate applicable to each level;
• The criteria for validating a contact or an opportunity;
• The payment terms and deadlines;
• The duration of the collaboration and the conditions for its termination.

5. Applicable law and competent jurisdiction

Any agency agreement concluded with Innovact srl. is governed exclusively by Belgian law. In the event of a dispute concerning its interpretation or execution, and failing an amicable resolution, only the courts of the judicial district of Liège shall have jurisdiction.