ACCREDITED OPERATIVE AGREEMENT

The Plenipotent Company Limited

Agreement Version: 1.0
Effective Date: September 2026

This Accredited Operative Agreement (“Agreement”) is made between:

The Plenipotent Company Limited ("the Company")

and

The Accredited Operative (“the Operative”), whose full legal name and other identifying information are provided through the Company’s electronic onboarding process.

The Company and the Operative are individually referred to as a “Party” and collectively as the “Parties”.

This Agreement establishes the terms on which the Operative will participate in the Company’s Accredited Operative Pathway.

The Accredited Operative Pathway is designed to create a mutually beneficial environment in which capable people can:

• develop their professional and entrepreneurial capacity;
• contribute meaningfully to the Company’s work;
• gain access to projects, relationships, tools, resources and learning opportunities;
• develop the ability to create and capture value;
• originate and participate in commercially viable opportunities; and
• progressively build greater professional and economic independence.

The Company, in turn, seeks to build a network of capable people with whom it can develop long-term professional, entrepreneurial and commercial relationships.

The Parties acknowledge that the relationship is intended to create value for both sides.

3.1 Entrepreneurial and collaborative relationship

The Parties intend to establish an entrepreneurial and collaborative professional relationship rather than a conventional employer-employee arrangement.

The Operative is being engaged because of the potential to contribute to the Company’s work, develop commercially valuable capabilities and participate in opportunities within the Company’s ecosystem.

The Company will provide an environment, resources, relationships, opportunities and support intended to facilitate this development.

3.2 No exclusivity

The Operative is not required to work exclusively for the Company.

The Operative may:

• operate a personal business;
• serve other clients;
• maintain other professional engagements;
• undertake employment or other forms of work; and
• develop independent ventures,

provided that doing so does not create an undisclosed material conflict of interest, involve misuse of the Company’s or its clients’ confidential information or resources, or prevent the Operative from honouring commitments that the Operative has accepted.

3.3 No guarantee of future engagement

Nothing in this Agreement guarantees the Operative a particular volume of work, project assignments, level of income, client portfolio or future position within the Company.

The relationship will develop based on the Parties’ mutual interests, capabilities, performance, available opportunities and commercially viable projects.

4.1 Appointment

Subject to acceptance of this Agreement and completion of the Company’s required onboarding process, the Company appoints the individual identified through the electronic onboarding process as an Accredited Operative.

4.2 Commencement

The engagement shall commence on the date on which the Operative electronically accepts this Agreement through the Company’s designated onboarding system, provided that the Operative has completed the required onboarding process.

That date shall constitute the Commencement Date for purposes of this Agreement.

The electronic record generated by the Company’s onboarding system shall serve as the record of the Operative’s acceptance and Commencement Date.

4.3 Open-ended arrangement

This Agreement is not a fixed-term agreement.

It will continue until terminated in accordance with Section 17 of this Agreement.

5.1 Duration

The first six calendar months following the Commencement Date constitute the Initial Development & Collaboration Period (“Initial Period”).

5.2 Purpose

The Initial Period is intended to provide time for the Parties to work together, understand one another more deeply and determine how the relationship can create sustainable value.

During this period, the Company and the Operative may explore:

• the Operative’s capabilities and areas of strength;
• areas in which the Operative requires further development;
• suitable projects and responsibilities;
• commercially viable opportunities;
• the Operative’s capacity for ownership and initiative;
• entrepreneurial and business-development opportunities; and
• whether and how the Operative should continue within the Company’s Core Team.

5.3 Development rather than probation

The Initial Period is not intended to constitute a conventional employment probation period.

The purpose is broader than determining whether the Operative is suitable for a predetermined job. It is a period of development, collaboration, contribution and mutual discovery.

5.4 Participation

The Company may provide the Operative with access to workspace, tools, learning opportunities, projects, relationships, systems and other resources during the Initial Period.

The nature and extent of such access may vary according to the Company’s needs, available opportunities and the Operative’s circumstances.

6.1 Amount

During the Initial Period, the Operative will receive a Basic Operating Allowance of ₦30,000 per month, subject to the terms of this Agreement and the Operative remaining in good standing.

6.2 Commencement during a month

Where the Operative’s Commencement Date falls partway through a calendar month, the allowance payable for that first month will be prorated.

6.3 Temporary breaks

A short temporary break lasting a few days may be accommodated where it is communicated to and agreed with the Company. Where such a temporary break is approved, the Basic Operating Allowance may continue.

6.4 Extended break

Where the Operative takes a break that lasts for a full calendar month, no Basic Operating Allowance will be payable for that month.

The Parties may agree separately on how an extended break affects the Operative’s development period and other aspects of the relationship.

6.5 Nature of the allowance

The Basic Operating Allowance is part of the Company’s entrepreneurial operating model and should not be interpreted as a conventional salary or as a guarantee of future earnings.

7.1 Transition to the Core Team

Following the Initial Period, the Parties may mutually agree that the Operative will continue as part of the Company’s Core Team.

Continuation is not automatic and is not guaranteed by completion of the Initial Period.

7.2 Annual retainer

Where the Parties agree to continue the relationship within the Core Team, the Operative will be eligible for an annual retainer starting from ₦600,000 per annum, subject to the availability of commercially viable projects and the terms agreed between the Parties.

7.3 Basic Operating Allowance

The Basic Operating Allowance will continue at ₦30,000 per month during the continuing Core Team arrangement, subject to the Operative remaining in good standing and the applicable terms of the arrangement.

7.4 Timing of retainer

The annual retainer begins from the date on which the Operative transitions into the continuing Core Team arrangement and is not necessarily tied to the calendar year.

The retainer may be paid quarterly or at such other intervals as the Parties may agree, including as funds become available.

Once a retainer has been agreed for a particular period, the Company will honour the agreed amount during that period provided that the Operative remains in good standing.

7.5 No upper limit

The ₦600,000 figure is a starting point. The amount of an Operative’s retainer may increase according to the level of ownership, responsibility, commercial value and contribution associated with the Operative’s work. There is no predetermined upper limit on the retainer.

7.6 Additional earnings

The retainer does not limit the Operative’s ability to receive additional payments arising from projects, business-development activities or other commercially agreed opportunities. Accordingly, total earnings may exceed the annual retainer.

8.1 Project opportunities

The Company may offer the Operative opportunities to participate in special projects based on the Operative’s capabilities, interests, availability and the requirements of particular projects.

8.2 Project terms

Where a project involves a separate payment, the applicable project scope, deliverables, timeline, responsibilities and payment terms will ordinarily be communicated before the project begins.

Project payments will generally be determined according to the value, nature and requirements of the project.

8.3 Right to decline

The Company may offer or assign projects to the Operative. The Operative remains free to decline a project where the Operative is unable or unwilling to undertake it.

Where the Operative accepts a project, the Operative is expected to honour the commitments associated with that acceptance.

8.4 Separate project arrangements

The Parties may establish additional written or electronic project-specific terms where a project requires greater detail than can appropriately be contained in this Agreement.

Such terms may address scope, deliverables, deadlines, payment, ownership, confidentiality and other project-specific matters.

8.5 Project opportunities are not guaranteed

Nothing in this Agreement guarantees that a particular number, frequency or value of projects will be available to the Operative.

9.1 Entrepreneurial participation

The Operative is encouraged to identify, develop and originate opportunities that may create value for the Company, its clients and the Operative.

9.2 Opportunities originated by the Operative

Where the Operative independently identifies a prospective client, project, partnership or other commercial opportunity and brings it into the Company’s ecosystem, the Parties will determine the appropriate commercial arrangement based on the nature and value of the opportunity and the Operative’s role.

9.3 Use of Company resources

Where an Operative wishes to use Company resources, systems, personnel, intellectual property, infrastructure or other assets in connection with an independently originated opportunity, the terms of such use will be agreed on a case-by-case basis.

There is no automatic or universal revenue-sharing formula for such arrangements.

The Company may provide the Operative with access to resources that may include:

• workspace and collaboration systems;
• software and digital tools;
• training and learning resources;
• professional relationships and networks;
• project opportunities;
• coaching, mentoring or developmental support;
• business-development opportunities;
• information and knowledge resources; and
• other resources that the Company considers appropriate.

Access to particular resources is subject to availability and may be modified from time to time. 

The Operative agrees to use Company resources responsibly and for authorised purposes.

The Company may provide the Operative with access to resources that may include:

• workspace and collaboration systems;
• software and digital tools;
• training and learning resources;
• professional relationships and networks;
• project opportunities;
• coaching, mentoring or developmental support;
• business-development opportunities;
• information and knowledge resources; and
• other resources that the Company considers appropriate.

Access to particular resources is subject to availability and may be modified from time to time. 

The Operative agrees to use Company resources responsibly and for authorised purposes.

12.1 Meaning of good standing

For purposes of this Agreement, an Operative is considered to be in good standing where the Operative consistently demonstrates responsible participation in the relationship, including:

• honouring accepted commitments;
• maintaining professional conduct;
• communicating responsibly;
• meeting agreed deliverables and deadlines or communicating promptly when unable to do so;
• respecting the Company’s values, processes and legitimate project instructions;
• protecting confidential and proprietary information;
• using Company and client resources appropriately;
• acting honestly and with integrity;
• avoiding material conflicts of interest;
• protecting the Company’s legitimate client and commercial relationships; and
• participating constructively in the mutual-development nature of the relationship.

12.2 No exclusivity requirement

Good standing does not require the Operative to work exclusively for the Company.

An Operative may maintain other professional and entrepreneurial activities provided that the requirements of this Agreement continue to be met.

13.1 Confidential information

The Operative may receive confidential information belonging to the Company, its clients, partners, team members or other stakeholders.

Confidential information may include, without limitation:

• client information;
• business plans and strategies;
• financial information;
• pricing and commercial arrangements;
• unpublished materials;
• intellectual property;
• passwords and access credentials;
• internal processes and systems;
• personal information;
• project information;
• proposals and business opportunities; and
• any other information that a reasonable person would understand to be confidential.

13.2 Obligation of confidentiality

The Operative agrees to:

• keep confidential information secure;
• use confidential information only for authorised purposes;
• not disclose confidential information to unauthorised persons;
• not reproduce or distribute confidential information except as reasonably required for authorised work; and
• take reasonable measures to prevent unauthorised access or disclosure.

13.3 Continuing obligation

The confidentiality obligations in this Agreement continue after the relationship ends for as long as the relevant information remains confidential or otherwise protected.

13.4 Client trust

The Parties recognise that confidentiality is particularly important because the Company is entrusted with information belonging to clients and other stakeholders.

Protecting such information is therefore both a contractual obligation and an essential part of maintaining the trust on which the Company’s relationships are built.

14.1 Pre-existing intellectual property

Intellectual property created or owned by the Operative before the Commencement Date remains the property of the Operative.

14.2 Company and client work product

Subject to any separate written agreement, intellectual property specifically created by the Operative for the Company or for a Company client as part of an authorised project will belong to the Company or the relevant client, as applicable.

14.3 Pre-existing material incorporated into work

Where the Operative incorporates pre-existing intellectual property into Company or client work, ownership of the pre-existing intellectual property remains with the Operative.

The Operative grants the Company and/or the relevant client such rights to use that material as are reasonably necessary to use the completed work for its intended purpose.

14.4 Third-party material

The Operative must not knowingly incorporate third-party material into Company or client work in a manner that infringes another person’s rights.

15.1 Outside activities

The Operative may maintain independent businesses, employment, professional engagements, clients and ventures.

15.2 Conflicts

The Operative must disclose any actual or material potential conflict of interest that could reasonably affect the Operative’s responsibilities to the Company or its clients.

15.3 Confidential information

The Operative must not use information obtained through the Company to obtain an unfair advantage for another business, client or personal venture.

15.4 Resolution

Where a conflict arises, the Parties will seek to resolve it in a practical manner that protects legitimate interests while preserving the entrepreneurial independence contemplated by this Agreement.

The Operative must not:

• represent that they are an employee, director, partner or legal representative of the Company unless expressly authorised to do so;
• enter into contracts on behalf of the Company without appropriate authority;
• make commitments on behalf of the Company without authorisation; or
• represent to a client or third party that the Company has approved a position, commitment or transaction where it has not done so.

The Company may provide the Operative with authority to represent the Company for particular projects or purposes. Any such authority may be limited by the terms communicated by the Company.

17.1 Termination by either Party

Either Party may terminate this Agreement by giving 14 days’ notice to the other Party. The parties may mutually agree to a shorter notice period.

17.2 Immediate termination

The Company may terminate the Agreement immediately where the Operative:

• commits serious misconduct;
• engages in dishonesty, fraud or deliberate misrepresentation;
• seriously breaches confidentiality;
• materially misuses Company or client resources;
• materially infringes intellectual property rights;
• makes unauthorised commitments or representations on behalf of the Company;
• engages in conduct that causes significant and material harm to the Company's legitimate interests or client relationships;
• materially fails to honour accepted commitments; or
• commits another material breach of this Agreement that warrants immediate termination.

Where appropriate, the Company may instead require the Operative to remedy a breach within a specified period.

17.3 Consequences of termination

Upon termination, the Operative must:

• return or securely dispose of Company and client property as instructed;
• cease using Company systems and resources where instructed;
• return or delete confidential information where reasonably required;
• complete or hand over outstanding work as reasonably directed; and
• settle any outstanding responsibilities arising from accepted projects.

Termination does not affect rights or obligations that accrued before termination or provisions that are intended to continue after termination, including confidentiality and intellectual property obligations.

The Company may propose amendments to this Agreement where changes are reasonably required because of changes in the Company’s operating model, legal requirements, commercial circumstances or other material considerations.

Material amendments will be communicated to the Operative.

Where an amendment requires the Operative’s agreement, the Company may require the Operative to accept the revised version electronically before it takes effect.

The version accepted by the Operative will be retained as part of the Company’s records.

The Operative acknowledges that the Company’s model is entrepreneurial and opportunity-driven.

Accordingly, the Company does not guarantee:

• a specific number of projects;
• a specific level of project revenue;
• a particular number of clients;
• a particular level of monthly or annual income beyond amounts expressly agreed;
• continuous availability of commercially viable opportunities; or
• any particular progression within the Company’s structure.

The Company and the Operative will work collaboratively to identify and create commercially viable opportunities, but the availability and value of such opportunities cannot be guaranteed.

The Parties acknowledge that the Accredited Operative model is based on a philosophy of mutual development.

The Company’s intention is not simply to obtain labour from the Operative. It is to create an environment in which the Operative can develop capabilities, relationships, entrepreneurial capacity and opportunities while contributing meaningfully to the Company’s growth.

Likewise, the Operative is expected to contribute more than the completion of assigned tasks where appropriate by developing initiative, identifying opportunities, creating value and taking increasing ownership.

The Parties therefore recognise that the relationship may evolve over time as capabilities, opportunities and mutual interests develop.

21.1 Entire agreement

This Agreement, together with any expressly incorporated schedules, project-specific agreements or other written terms accepted by the Parties, constitutes the agreement between the Parties concerning the Accredited Operative relationship.

21.2 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue to the extent permitted by applicable law.

21.3 Waiver

A failure or delay by either Party to exercise a right under this Agreement does not constitute a waiver of that right.

21.4 Assignment

The Operative may not transfer or assign the rights or obligations arising under this Agreement to another person without the Company’s prior written consent.

21.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

21.6 Dispute Resolution

The Parties shall seek to resolve any dispute, disagreement or claim arising out of or in connection with this Agreement through good-faith discussion and, where appropriate, direct communication between the Parties.

A Party that believes a dispute has arisen shall communicate the nature of the dispute to the other Party and allow a reasonable opportunity for the matter to be discussed and, where practicable, resolved amicably before commencing formal legal proceedings.

Nothing in this provision prevents either Party from taking urgent or otherwise necessary legal action where delay could materially prejudice that Party’s rights or interests.

21.7 Jurisdiction

Where a dispute cannot be resolved amicably, the Parties agree that, subject to applicable law, the courts having jurisdiction in Oyo State, Nigeria, shall have jurisdiction to hear and determine the dispute.

The Parties acknowledge that the Company is based in Ibadan, Oyo State, Nigeria, although the Company’s operations may be conducted remotely and the Operative may be located in another jurisdiction.

21.8 Further documentation

The Parties may enter into additional agreements, schedules, project briefs or other documents where particular projects or arrangements require terms beyond those contained in this Agreement.

22.1 Electronic execution

The Parties agree that this Agreement may be accepted and executed electronically.

The Operative’s electronic acceptance through the Company’s designated onboarding system constitutes the Operative’s confirmation that the Operative:

1. has had an opportunity to read the Agreement;
2. understands the nature and principal terms of the relationship;
3. agrees to the terms of the Agreement;
4. confirms that the information supplied during onboarding is accurate to the best of the Operative’s knowledge; and
5. agrees to be bound by the Agreement from the applicable Commencement Date.

22.2 Acceptance and Commencement Record

The Company may maintain an electronic record containing:

• the Operative’s full legal name;
• email address;
• electronic acceptance or signature;
• date and time of acceptance;
• the version number of the Agreement accepted;
• the resulting Commencement Date;
• information submitted during onboarding; and
• other records reasonably necessary to establish the history of the Agreement.

The date on which the Operative electronically accepts this Agreement, following completion of the required onboarding process, shall be recorded as the Commencement Date.

22.3 Agreement version

The Operative’s acceptance applies to the version of the Agreement identified on the electronic acceptance page. The Company will retain a copy of that version for its records.

22.4 Confirmation

Following successful submission and acceptance, the Company may provide the Operative with an electronic confirmation of acceptance and the applicable Commencement Date.

By electronically accepting this Agreement, I confirm that:

• I have read and understood the Accredited Operative Agreement;
• I have had an opportunity to consider its terms and seek independent advice if I consider that necessary;
• I understand that the Accredited Operative relationship is entrepreneurial and collaborative in nature;
• I understand that this Agreement does not guarantee a particular volume of projects or level of income except for amounts expressly agreed under its terms;
• I understand that I may maintain other work, businesses, clients and professional engagements subject to the conflict-of-interest and confidentiality requirements of this Agreement;
• I agree to protect the Company’s and its clients’ confidential information;
• I agree to comply with the obligations applicable to me under this Agreement; and
• I understand that my electronic acceptance of this Agreement, following completion of the required onboarding process, establishes the Commencement Date of my Accredited Operative relationship with The Plenipotent Company.

By clicking Accept Agreement, you confirm that you have read and understood the Accredited Operative Agreement and agree to its terms.

Your electronic acceptance will also establish the Commencement Date of your Accredited Operative relationship with The Plenipotent Company.

Please make sure that all information you have provided is accurate before proceeding.