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KACTII PART-TIME EMPLOYMENT AGREEMENT


This Part-Time Employment Agreement (“Agreement”)

Effective Date: (will be shared in a separate document) Between: Kactii Technologies Private Limited (“Kactii” or “Company”), a startup entity duly incorporated under applicable laws, having its principal office in Ontario, Canada,

And **Employee

The Company and the Employee may hereinafter be referred to collectively as the “Parties” and individually as a “Party.”


1. Engagement and Role

The Company hereby engages the Employee in a part-time capacity, and the Employee accepts such engagement to perform the duties and responsibilities as designated by Kactii. The specific title, scope of work, deliverables, and reporting structure shall be determined and communicated by Kactii from time to time, subject to modification at the Company’s discretion based on operational requirements.


2. Term of Engagement

This Agreement shall commence on the Effective Date and shall continue on a rolling monthly basis, unless earlier terminated in accordance with the provisions set forth herein.


3. Work Schedule

The Employee shall provide part-time professional services on a flexible basis, consistent with Kactii’s requirements. The Employee acknowledges that specific working hours or patterns may vary and agrees to maintain availability for virtual or on-site meetings as may be periodically required by the Company.


4. Confidentiality and Intellectual Property

All intellectual property, work products, inventions, algorithms, designs, models, and derivative materials produced or contributed to by the Employee during the tenure of this engagement shall be deemed the exclusive property of Kactii.

The Employee shall maintain strict confidentiality regarding all proprietary, financial, technical, or operational information and shall not disclose or utilize such information except as authorized in writing by Kactii.


5. Compensation and Remuneration Structure

5.1 Base Remuneration

The Employee shall be entitled to a Base Monthly Remuneration constituting ten percent (10%) of the aggregate remuneration value mutually agreed upon at the commencement of this engagement (“Base Component”). The Base Component shall be disbursed on a calendar-month basis, in accordance with Kactii’s internal payroll protocols and subject to all statutory deductions as may be applicable under prevailing law.


5.2 Deferred Variable Compensation Component

In addition to the Base Component, the Employee shall accrue entitlement to a Deferred Variable Compensation Component equivalent to ninety percent (90%) of the aggregate remuneration (“Variable Component”), the realization and disbursement of which shall be expressly contingent upon the satisfaction of a defined financial condition precedent, specifically:

Kactii’s verified attainment of an aggregate funding inflow equal to or exceeding one hundred fifty thousand United States Dollars (USD $150,000) (the “Funding Threshold”).

Upon formal confirmation by Kactii’s authorized officers that the Funding Threshold has been achieved, the deferred Variable Component shall become liquidated and payable in twelve (12) consecutive monthly tranches, commencing from the first full monthly payroll cycle subsequent to such confirmation date.

The Employee acknowledges that, prior to such confirmation, no portion of the Variable Component shall constitute a vested, payable, or legally enforceable obligation of Kactii.


5.3 Continuity and Eligibility Conditions

Entitlement to the Variable Component is further predicated upon the Employee’s continuous engagement with Kactii, without interruption, from the Effective Date of this Agreement through the commencement of the disbursement period and throughout its duration.

In addition, only those Employees who have completed a full twelve (12) months of continuous engagement with Kactii shall qualify for eligibility to receive the deferred Variable Component. Any Employee who ceases association with Kactii—voluntarily or otherwise—prior to the completion of twelve (12) months of continuous service shall be deemed ineligible for any portion of the Variable Component, and the entirety of the deferred ninety percent (90%) cumulative amount shall be automatically forfeited in perpetuity, without any residual claim or consideration.

Any cessation of engagement—whether voluntary or otherwise—prior to full realization of the Variable Component shall result in automatic forfeiture of any unpaid portion thereof, without recourse or claim against Kactii.


5.4 Contingency and Forfeiture Provisions

Should Kactii fail to achieve the Funding Threshold, or in the event of corporate restructuring, dissolution, merger, or cessation of operations, all deferred compensation obligations shall be suspended indefinitely and may be permanently extinguished at Kactii’s sole and absolute discretion, without creating any liability or residual entitlement for the Employee.


5.5 Transparency and Disclosure

Kactii shall exercise commercially reasonable efforts to communicate, in writing, the achievement of the Funding Threshold and the consequent initiation of deferred disbursements. However, such communication shall not be construed as a waiver, modification, or acceleration of any condition precedent or deferred right established herein.


5.6 Acknowledgment of Non-Guarantee

The Employee expressly acknowledges and agrees that the Variable Component is non-guaranteed, performance-contingent, and subject to the realization of external financial events beyond Kactii’s unilateral control. The Employee further affirms that this deferred remuneration model reflects an equity-aligned startup compensation framework, designed to harmonize individual contribution with organizational capitalization and long-term sustainability objectives.


6. Termination

Either Party may terminate this Agreement by providing 30 days’ written notice. Upon termination, the Employee shall be entitled solely to the Base Component accrued up to the termination date, and any unreleased Variable Component shall be deemed automatically forfeited.


7. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of “The Province of Ontario, Canada”. Any disputes arising hereunder shall be subject to the exclusive jurisdiction of the courts located within such jurisdiction.


8. Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter herein and supersedes any prior discussions, negotiations, or representations, whether oral or written.