FSC - Terms and Conditions

1. Services.

(a) Purchase Orders. Sophie Byfield (14067207 Canada Inc.) shall provide the services (the "Services") to Customer as described in the [SOW/PO/RFP] which, upon execution, will be incorporated and made part of these General Terms and Conditions for Services. The [SOW/PO/RFP], together with these terms, shall collectively be referred to herein as the "Agreement."

(b) Subcontractors and Consultants. Customer acknowledges and agrees that Sophie Byfield (14067207 Canada Inc.) may use subcontractors and consultants to perform the Services to be provided under this Agreement.

(c) Non-Exclusivity. Sophie Byfield (14067207 Canada Inc.) may represent, perform services for, and contract with other additional clients, persons, or companies as Sophie Byfield (14067207 Canada Inc.), in its discretion, deems fit.

2. Fees and Expenses

(a) Fees. As consideration for Sophie Byfield (14067207 Canada Inc.)'s rendition of the Services, Customer agrees to pay Sophie Byfield (14067207 Canada Inc.) the fees set forth in the [SOW/PO/RFP] (the "Fees"). The Fees are exclusive of taxes, levies, duties, governmental charges and expenses (with the exception of any Sophie Byfield (14067207 Canada Inc.)'s income taxes), which amounts will be billed to and paid by Customer.

(b) Expenses. In addition to the Fees, Customer agrees to reimburse Sophie Byfield (14067207 Canada Inc.) for all of Sophie Byfield (14067207 Canada Inc.)'s travel and other expenses reasonably incurred by Sophie Byfield (14067207 Canada Inc.) in connection with its performance of the Services.

3. Billing and Payment. Sophie Byfield (14067207 Canada Inc.) shall issue invoices to Customer pursuant to the timetable set forth in the [SOW/PO/RFP]. Customer will pay invoices in Canadian dollars within 30 days of the date of Sophie Byfield (14067207 Canada Inc.)'s invoice. Payments must be made by wire transfer, certified check, bank check or such other method as may be agreed upon by Sophie Byfield (14067207 Canada Inc.). Customer shall have no right of offset or withholding under this Agreement. Any amounts not paid by Customer when due shall be subject to interest charges, from the date due until paid, at the rate of [applicable rate, e.g., one and one-half percent (1.5%) per month], or the highest interest rate allowable by law (whichever is less), payable monthly. If any amounts due to Sophie Byfield (14067207 Canada Inc.) from Customer becomes past due for any reason, Sophie Byfield (14067207 Canada Inc.) may at its option and without further notice withhold further Services until all invoices have been paid in full, and such withholding of Services shall not be considered a breach or default of any of Sophie Byfield (14067207 Canada Inc.)'s obligations hereunder or under any [SOW/PO/RFP].

4. Warranty. The Services to be performed hereunder are in the nature of [applicable description, e.g., professional services and advice]. Sophie Byfield (14067207 Canada Inc.) does not warrant in any form the results or achievements of the Services provided or the resulting work product and deliverables. Sophie Byfield (14067207 Canada Inc.) warrants that the Services will be performed by qualified personnel in a professional and workmanlike manner in accordance with generally accepted industry standards and practices. Sophie Byfield (14067207 Canada Inc.) shall comply with all statutes, ordinances, regulations and laws of all international, federal, provincial, municipal or local governments applicable to performing the Services hereunder.

Limitation of Warranty. The warranty set forth in this Section is exclusive and is in lieu of all other warranties, express, implied, statutory or otherwise with respect to the services, work product or deliverables provided under this agreement, or as to the results which may be obtained therefrom. Sophie Byfield (14067207 Canada Inc.) disclaims all implied warranties including, but not limited to, the warranties of merchantability, fitness for a particular purpose, or against infringement. Customer's exclusive remedy for breach of this warranty is reperformance of the services, or if reperformance is not possible or conforming, refund of any amounts paid under this Agreement for such non-conforming services.

5. Ownership of Work Product. The copyright in all deliverables and Work Product created hereunder for Customer shall belong to the Sophie Byfield (14067207 Canada Inc.). All intellectual property rights in all pre-existing works and derivative works of such pre-existing works and other deliverables and developments made, conceived, created, discovered, invented or reduced to practice in the performance of the Services hereunder are and shall remain the sole and absolute property of Sophie Byfield (14067207 Canada Inc.), subject to a worldwide, non-exclusive license to Customer for its internal use as intended under this Agreement. This Agreement does not grant Customer any license to any of the Sophie Byfield (14067207 Canada Inc.)'s products, which products must be licensed separately.

6. Confidentiality. The parties acknowledge that to perform the Services one party may disclose to the other confidential and/or sensitive information ("Confidential Information"). The party disclosing information is referred to as the "Disclosing Party" and the party receiving information as the "Receiving Party". Confidential Information shall mean all information disclosed by the Disclosing Party to the Receiving Party which is non-public and either proprietary or confidential in nature and related to the Disclosing Party's business or activities including, but not limited to, financial, legal, technical, marketing, sales and business information, which is (i) marked as confidential at the time of disclosure; or (ii) is unmarked (e.g., disclosed orally or visually) but is identified as confidential at the time of disclosure; or (iii) due to the nature of the information or the circumstances of disclosure, would be understood by a reasonable person to be confidential. The Receiving Party shall maintain the Confidential Information in strict confidence and limit disclosure to its employees, subcontractors, consultants and representatives who have a need to know such information to perform the Agreement. The Receiving Party shall only use Confidential Information in furtherance of its performance of the Agreement, and not for any other purpose or for the benefit of any third party. Receiving Party's obligations to protect the Confidential Information will survive for 2 years after the termination of this Agreement.

These confidentiality obligations shall not apply to any information which: (i) was lawfully in Receiving Party's possession before receipt from Disclosing Party; (ii) at or after the time of disclosure, becomes generally available to the public other than through any act or omission of the Receiving Party; (iii) is developed by Receiving Party independently of any Confidential Information it receives from Disclosing Party; or (iv) Receiving Party receives from a third party free to make such disclosure without, to the best of Receiving Party's knowledge, breach of any legal or contractual obligation. In no event shall Sophie Byfield (14067207 Canada Inc.)'s use or disclosure of information relating to the development, improvement or use of any of Sophie Byfield (14067207 Canada Inc.)'s products be subject to any limitation or restriction. If the Receiving Party is confronted with legal action to disclose Confidential Information it shall, unless prohibited by applicable law, provide prompt written notice to the Disclosing Party to allow the Disclosing Party an opportunity to seek a protective order or other relief it deems appropriate. If disclosure is nonetheless required, the Receiving Party shall limit its disclosure to only that portion of the Confidential Information which it is advised by its legal counsel must be disclosed. All Confidential Information shall remain the property of the Disclosing Party. All copies of Confidential Information shall be returned to the Disclosing Party promptly upon the Disclosing Party's request or within 10 days of the expiration or termination of this Agreement.

7. Indemnification. Each party (the "Indemnifying Party") agrees to indemnify, defend and hold the other party and its affiliates and their respective officers, directors, employees and agents harmless from and against all third-party claims, losses, liabilities, damages, expenses and costs, including attorney's fees and court costs, arising out of the Indemnifying Party's (i) gross negligence or willful misconduct; or (ii) material breach of any terms of this Agreement. The Indemnifying Party's liability under this section shall be reduced proportionally to the extent any act or omission of the other party, or its employees or agents, contributed to such liability. The party seeking indemnification shall provide the Indemnifying Party with prompt written notice of any claim and give complete control of the defense and settlement to the Indemnifying Party, and shall cooperate with the Indemnifying Party, its insurance company and its legal counsel in its defense of such claim(s). This indemnity shall not cover any claim in which there is a failure to give the Indemnifying Party prompt notice to the extent such lack of notice prejudices the defense of the claim.

Section 7. states the entire obligation and the exclusive remedies with respect to the parties' indemnification obligations pursuant to this Agreement.

8. Limitation of Liability; Actions. In no event shall Sophie Byfield (14067207 Canada Inc.) be liable under this Agreement to Customer for any incidental, consequential, indirect, statutory, special, exemplary or punitive damages, including, but not limited to, lost profits, loss of use, loss of time, inconvenience, lost business opportunities, damage to goodwill or reputation, and costs of cover, regardless of whether such liability is based on breach of contract, tort, strict liability or otherwise, and even if advised of the possibility of such damages or such damages could have been reasonably foreseen. Sophie Byfield (14067207 Canada Inc.)'s entire aggregate liability for any claims relating to the services or this Agreement shall not exceed the fees paid or payable by Customer to Sophie Byfield (14067207 Canada Inc.) under this Agreement in the 12-month period immediately preceding the events giving rise to such liability. This section shall survive the termination or expiration of the agreement.

No action shall be brought for any claim relating to or arising out of this Agreement more than 1 year after the accrual of such cause of action, except for money due on an open account.

9. Cooperation of Customer. Customer agrees to comply with all reasonable requests of Sophie Byfield (14067207 Canada Inc.) and shall provide Sophie Byfield (14067207 Canada Inc.)'s personnel with access to all documents and facilities as may be reasonably necessary for the performance of the Services. Customer agrees to furnish without charge adequate space at Customer's premises for use by Sophie Byfield (14067207 Canada Inc.)'s personnel while performing the Services.

10. Term and Termination

(a) Term. The term of this Agreement shall be 2 years, commencing upon full execution hereof by the parties, unless sooner terminated as set forth herein.

(b) Termination for Breach. Either party may terminate this Agreement at any time in the event of a breach by the other party of a material covenant, commitment or obligation under this Agreement that remains uncured: (i) in the event of a monetary breach, 10 calendar days following written notice thereof; and (ii) in the event of a non-monetary breach after 30 days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either party. Termination shall be in addition to any other remedies that may be available to the non-breaching party.

(c) Termination Without Cause. This Agreement be terminated by either party, for any reason with or without cause, upon 60 days' prior written notice to the other party.

(d) Obligations upon Termination. Termination of this Agreement for any reason shall not discharge either party's liability for obligations incurred hereunder and amounts unpaid at the time of such termination. Customer shall pay Sophie Byfield (14067207 Canada Inc.) for all Services rendered prior to the effective date of termination. Upon termination each party shall return the other's Confidential Information in its possession at the time of termination. Upon the termination, Customer shall promptly return to Sophie Byfield (14067207 Canada Inc.) any equipment, materials or other property of the Sophie Byfield (14067207 Canada Inc.) which are in Customer's possession or control.

11. Non-Solicitation. During the term of this Agreement and for 1 year following the expiration or termination date of the Agreement, Customer agrees to not directly solicit or induce any person who performs Services hereunder on behalf of Sophie Byfield (14067207 Canada Inc.) to leave the employ of Sophie Byfield (14067207 Canada Inc.). Customer is not prohibited from responding to or hiring Sophie Byfield (14067207 Canada Inc.)'s employees who inquire about employment on their own accord or in response to a public advertisement or employment solicitation in general.

12. Relationship of the Parties. The relationship of the parties hereto is that of independent contractors. Nothing in this Agreement, and no course of dealing between the parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the parties or between one party and the other party's employees or agents. Neither party has the authority to bind or contract any obligation in the name of or on account of the other party or to incur any liability or make any statements, representations, warranties or commitments on behalf of the other party, or otherwise act on behalf of the other. Each party shall be solely responsible for payment of the salaries of its employees and personnel (including withholding of income taxes and social security), workers compensation, and all other employment benefits.

13. Force Majeure. Neither party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, terrorism, pandemics, acts of God, or other similar or different occurrences beyond the reasonable control of the party so defaulting or delaying in the performance of this Agreement, for so long as such force majeure event is in effect. Each party shall use reasonable efforts to notify the other party of the occurrence of such an event within five (5) business days of its occurrence, which notice shall include a description of the force majeure event and an estimate of the length of time such event will delay or prevent performance hereunder.

14. Partial Invalidity. In the event that any part or portion of this Agreement is deemed to be invalid, illegal, or otherwise unenforceable: (i) the parties shall use all reasonable efforts to negotiate in good faith to amend the term to eliminate any such invalidity, illegality, or unenforceability to the extent practically possible, taking into full account their original intent when entering into this Agreement; and (ii) the remaining provisions of the Agreement shall continue in full force and effect.

15. Publicity. Subject to the confidentiality provisions set forth herein, Sophie Byfield (14067207 Canada Inc.) shall be free to disclose to the public that Customer is a client of Sophie Byfield (14067207 Canada Inc.) and may use Customer's name to make such statement.

16. Assignment. Customer may not assign, delegate or otherwise transfer this Agreement or its obligations hereunder, in whole or in part, without the prior written consent of Sophie Byfield (14067207 Canada Inc.), with such consent not to be unreasonably withheld or delayed. Any purported assignment or delegation in violation of this section shall be null and void. No permitted assignment or delegation will relieve Customer of its obligations under this Agreement, and as such, Customer shall remain primarily liable in connection therewith. Sophie Byfield (14067207 Canada Inc.) shall be entitled to assign or otherwise transfer this Agreement, in whole or in part, without the prior consent of Customer.

17. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties at the address set forth in the applicable [SOW/PO/RFP] or as otherwise designated by a party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or registered mail (return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (1) upon receipt by the receiving party; and (2) if the party giving the notice has complied with the requirements of this section.

18. Survival. Following the termination of this Agreement, any provision set forth herein which, by its very nature, is intended to survive any expiration or termination hereof, shall so survive, including without limitation, the provisions respecting ownership of work product, confidentiality, indemnification, limitation of liability, non-solicitation, accrued payment obligations, and governing law and venue.

19. Waiver. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.

20. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of Canada and any court of competent jurisdiction in Canada shall have jurisdiction to adjudicate any matter arising out of this Agreement. Both Parties hereby submit to the exclusive jurisdiction and venue of any such court.

21. Legal Fees. If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable legal fees and any court, arbitration, mediation, or other litigation expenses from the other Party.

22. Collection Expenses. If Sophie Byfield (14067207 Canada Inc.) incurs any costs, expenses, or fees, including reasonable legal fees and professional collection services fees, in connection with the collection or payment of any amounts due it under this Agreement, Customer agrees to reimburse Sophie Byfield (14067207 Canada Inc.) for all such costs, expenses and fees.

23. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. An executed signature page delivered via facsimile transmission or electronic signature shall be deemed as effective as an original executed signature page.

24. Headings; Construction. The headings/captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain. This Agreement is the result of negotiations between the parties and their counsel. Accordingly, this Agreement shall not be construed more strongly against either party regardless of which party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting party.

25. Entire Agreement; Modification. The Agreement (along with any attachments incorporated herein) sets forth the entire agreement between the parties with respect to its subject matter and supersedes any prior agreement or communications between the parties, whether written, oral, electronic, or otherwise, relating hereto. No change, modification, amendment, or addition of or to this Agreement shall be valid unless in writing and signed by authorized representatives of the parties. Each party hereto has received independent legal advice regarding this Agreement and their respective rights and obligations set forth herein. The parties acknowledge and agree that they are not relying upon any representations or statements made by the other party or the other party's employees, agents, representatives or counsel regarding this Agreement, except to the extent such representations are expressly set forth in this Agreement.