# CONTRIBUTOR LICENCE AGREEMENT
### AI / Machine-Learning Training Data — Texa Global Technologies Ltd

**Agreement No.** `TXA-CLA-________`  **Date:** `____ / ____ / 2026`

| | |
|---|---|
| **Licensor** (owner of the material) | Name: `______________________________`<br>Business / Entity: `______________________________`<br>Address: `______________________________`<br>Phone: `____________________` |
| **Licensee** | Texa Global Technologies Ltd, Lagos, Nigeria ("Texa") |
| **Material** | The recordings listed in **Schedule A** by Asset ID, and any proxies, clips, transcripts, annotations or derivatives made from them (the "Material"). |

---

## 1. Ownership

The Licensor owns, or otherwise controls, all rights in the Material. Nothing in this
Agreement transfers ownership. The Licensor keeps it.

## 2. Grant of Licence

The Licensor grants Texa a **worldwide, perpetual, irrevocable, transferable and
sublicensable licence**, with the right to grant sublicences through multiple tiers, to:

**(a)** reproduce, store, copy, transmit, transcode, compress, segment, clip, caption,
transcribe, annotate, label and index the Material;

**(b)** create derivative works, datasets and compilations from the Material;

**(c)** **use the Material to train, pre-train, fine-tune, validate, benchmark and evaluate
machine-learning and artificial-intelligence models, including generative models**; and

**(d)** license, sublicense and distribute the Material and any derivative dataset to third
parties, including artificial-intelligence developers and research laboratories, for the
purposes in (a) to (c).

For the avoidance of doubt: **AI and machine-learning training is an expressly permitted
use** under this Agreement. The grant is not limited to distribution, display or stock use.

**Exclusivity** — select one:
`[ ]` **Non-exclusive.** The Licensor may license the Material elsewhere.
`[ ]` **Exclusive** for `______` months from the date above, limited to: `____________________`.

## 3. Appearance, Voice and Likeness

Where the Licensor appears or is heard in the Material, the Licensor consents to the use of
their **appearance, image, voice and voice likeness** for all purposes in Clause 2, including
the training of models capable of generating synthetic images, video or speech. Where other
people appear or are heard, each has signed an **Appearance & Voice Release**
(`TXA-AVR-____`) referenced against the Asset IDs in Schedule A.

## 4. Compensation

Texa will pay the Licensor:

- an upfront fee of **NGN `______________`**, payable on execution; and
- `[ ]` a share of **`______`%** of net licensing revenue Texa receives that is attributable
  to the Material, paid `[ ]` quarterly `[ ]` on receipt.

Payment method: `______________________`  Reference: `______________________`

Texa will keep a payment record for each Licensor and make it available to the Licensor on
request.

## 5. Warranties

The Licensor warrants that:

1. they have full authority to grant the rights in Clause 2;
2. the Material does not infringe any third party's copyright, trade mark, privacy,
   publicity, likeness or other rights;
3. every identifiable person appearing or heard in the Material has given consent on the
   terms of Clause 3, or is not identifiable;
4. no third-party music, broadcast footage, logos, or licensed content appears in the
   Material except as disclosed in Schedule A; and
5. the Material is not subject to any conflicting exclusive licence.

## 6. Data Protection (Nigeria Data Protection Act 2023)

The Material may contain personal data, including images of faces and recordings of voices.
The lawful basis for processing is the **consent given in this Agreement and in the
associated Appearance & Voice Releases**, given freely and on plain-language terms.

Texa will keep the consent record attached to each asset, not held separately, and will
produce it on request.

**Withdrawal.** The Licensor may withdraw consent at any time by written notice, on which
Texa will stop further licensing of the Material and use reasonable efforts to have it
removed from datasets not yet delivered. The Licensor understands and accepts that
**a model already trained on the Material cannot be untrained**, and that datasets already
delivered to a third party cannot be recalled. This limitation is explained here so that
consent is informed.

## 7. Confidentiality

Commercial terms are confidential to the parties.

## 8. General

This Agreement is governed by the laws of the **Federal Republic of Nigeria**, and the courts
of **Lagos State** have jurisdiction. It is the entire agreement between the parties on this
subject. If any clause is unenforceable, the rest survives. It may be signed in counterparts
and by electronic or photographed signature.

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## Signatures

| Licensor | Texa Global Technologies Ltd |
|---|---|
| Signature: `____________________` | Signature: `____________________` |
| Name: `____________________` | Name: `____________________` |
| Date: `____________________` | Date: `____________________` |
| Thumbprint (if preferred to signature): | |
| Witness name: `____________________` | |
| Witness signature: `____________________` | |

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## Schedule A — Assets covered

| Asset ID | Description | Capture date | Appearance releases | Third-party content disclosed |
|---|---|---|---|---|
| `TXA-LAG-________` | | | `TXA-AVR-____` | none / `__________` |
| `TXA-LAG-________` | | | `TXA-AVR-____` | none / `__________` |
| `TXA-LAG-________` | | | `TXA-AVR-____` | none / `__________` |

*Schedule A may be extended by a signed addendum listing further Asset IDs.*

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> **Not legal advice.** This template is drafted to meet the documentation standard a data
> licensee will test you against. Have a Nigerian lawyer review it before you sign volume.