TERMS AND CONDITIONS

IT Consulting and Support Services Agreement

These Terms and Conditions apply to all IT consulting and support services (the “Services”) provided by 7739338 Canada Inc. o/a Lalonde, Paterson & Associates, a company incorporated pursuant to the laws of Canada, having its principal place of business at: 607-55 Bloor Street East, Toronto, Ontario, Canada, M4W 3W6 (“Lalonde, Paterson & Associates”) to you (the “Customer”) unless Customer and Lalonde, Paterson & Associates have entered into a written agreement signed by each of the parties. By engaging Lalonde, Paterson & Associates or accepting the Services, Customer accepts these Terms and Conditions.

For valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

1 - AGREEMENT

(a) In the event of conflict between the terms of the main body of the Agreement and the Schedules, the terms of the main body of the Agreement shall govern unless otherwise provided in writing and signed by authorized signatories.

(b) The following Schedules are attached and form a part of this Agreement:

(i) Schedule “A” – Service Description

(ii) Schedule “B” – Service Level Objective

(iii) Schedule “C” – Fees

(iv) Schedule “D” – Payment Method

2 - SERVICES

(a) Lalonde, Paterson & Associates shall furnish to Customer the Services described in Schedule “A” (the “Service Description”), on the terms and conditions set out in this Agreement.

3 - FEES AND INVOICING

(a) The Customer shall pay the fees and capital, development of installations costs, if any, specified in Schedule “C” (the “Fees”), plus applicable taxes.

(b) Invoices will be issued monthly. Invoiced amounts are payable at the invoice date and are subject to a late payment charge of one and one half percent (1.5%) per month (19.56% per year) calculated from the invoice date if not paid within (30) days of the invoice date.

4 - TERM

(a) The monthly term (the “Monthly Term”) of this Agreement shall commence on the installation date of the Services, which is the first day of the month, and expire at the end of the Monthly Term (11:59pm on the last day of the month), unless otherwise terminated as provided herein. At the end of the Monthly Term, this Agreement shall automatically renew and be binding for an additional one (1) month term (each “Renewal Term”) unless the Agreement is terminated in accordance with Section 11. At the end of each Renewal Term, an additional Renewal Term will commence unless the Agreement is terminated in accordance with Section 11. Lalonde, Paterson & Associates reserves the right to amend the Fees by providing the Customer with at least thirty (30) days prior written notice of the amendment.

5 - CUSTOMER OBLIGATIONS

(a) The Customer shall solely be responsible for use of the Services by any of its employees, officers, directors, contractors and agents as well as its end users and agrees to take all necessary measures to ensure that such persons use the Services in accordance with the terms and conditions of this Agreement.

6 - WARRANTY

(a) Lalonde, Paterson & Associates shall use commercially reasonable efforts to provide the Services and to meet the service level objectives specified in Schedule “B”.

(b) Customer acknowledges that Lalonde, Paterson & Associates does not warrant uninterrupted or error free Services and that Lalonde, Paterson & Associates does not warrant the content, availability, accuracy or any other aspect of any information provided through the Services including, without limitation, all data, files and all other information or content in any form or of any type, accessible or made available to or by Customer or its end users through the use of the Services. Lalonde, Paterson & Associates shall be permitted from time to time to interrupt the Services in order to provide maintenance to the Services.

(c) The warranties provided in this Agreement are the sole warranties provided in connection with the Services and are in lieu of all other warranties and conditions. The Customer hereby waives all other warranties and conditions, express, implied or statutory including any warranty of merchantability, fitness for a particular purpose, or availability or reliability of the Services.

7 - LIMITATIONS OF LIABILITY AND REMEDIES

(a) Customer agrees that under no circumstances will Lalonde, Paterson & Associates, its shareholders, its employees, its agents, suppliers or subcontractors be liable to Customer or any third party for any (i) indirect incidental, special or consequential damages, expenses, costs, liability, loss or damage whatsoever and (ii) lost profit, loss of opportunity, anticipated revenue, loss of data, loss of use of any information system, lost business revenue, failure to realize expected savings or any other commercial or economic loss, whether arising in negligence, tort, statute, equity, contract, common law, or any other cause of action or legal theory even if Lalonde, Paterson & Associates has been advised of the possibility of such loss or damage. Lalonde, Paterson & Associates shall not be liable for any data loss, security breaches, or any damages arising directly or indirectly from the use of the Services or any third-party products used as part of the Services, including actions taken remotely through any real time monitoring and management services. Customer agrees, acknowledges and confirms that the limitations of liability set out in this section are reasonable in the commercial circumstances of this Agreement and that Lalonde, Paterson & Associates would not have entered into this Agreement but for Customer’s agreement to limit Lalonde, Paterson & Associates’, its agents’, suppliers’ or subcontractors’ liability in the manner, and to the extent, provided for herein.

(b) From time to time, the Customer may request performance of additional or supplementary services. If any such services are performed by Lalonde, Paterson & Associates, such services are subject to the exclusions of Warranty in Section 6 and the Limitations of Liability and Remedies as per section 7(a) of this Agreement.

(c) Lalonde, Paterson & Associates assumes no liability arising from (i) the use of the services furnished by Lalonde, Paterson & Associates in combination with services, products or equipment provided by Customer or any third parties, and (ii) the failure by the Customer to use the Services as intended and to perform its obligations or comply with applicable law.

(d) Customer agrees that Lalonde, Paterson & Associates’s total cumulative liability, if any, to the Customer or any third party for damages arising out of or in connection with this Agreement and/or the provisions of the Services, or any act or omission of Lalonde, Paterson & Associates or any shareholder, employee, contractor or third party for which it is responsible in law, shall in no event exceed the total aggregate monthly Service fees paid by the Customer for the three month period immediately before such damages were incurred for the specific services that allegedly gave rise to the damages.

(e) Customer’s sole and exclusive remedies against Lalonde, Paterson & Associates in respect of the services and this Agreement shall be as stated in this Agreement.

(f) This section of this Agreement shall apply even in the event of a breach of condition, a breach of an essential or fundamental term, or a fundamental breach of this Agreement.

8 - CONTENT

(a) The Customer acknowledges that Lalonde, Paterson & Associates does not own or have any right or contract over the content, availability, accuracy or any other aspect of any information, data, files, pictures or content in any form or any type, (collectively, the “Content”) accessible or made available to or by the Customer or its end users through the use of the Services nor does Lalonde, Paterson & Associates monitor the use of the Service by the Customer or its end users, and except as provided herein, has no control over the Customer’s or end user’s use of the Services. Customer is solely responsible for ensuring that it has any required licenses, permissions or consents necessary for Lalonde, Paterson & Associates to access or use the Content for the purposes of providing the Services and represents and warrants to Lalonde, Paterson & Associates that it has all required licenses, permissions and consents.

9 - INDEMNITY

(a) The Customer shall indemnify, defend and save Lalonde, Paterson & Associates harmless from and against all loss, liability, costs or damages of any type and expense, including counsel fees and related costs, arising from: (i) any and all claims by any third party, including end users and distributors, in connection with or arising from the Services or the Agreement (and related equipment and software) or transmission of the Content; or (ii) the Customer’s failure to comply with its obligations under this Agreement or applicable law, including its obligation under Section 16(e) to exclusively attorn to the courts of Ontario. This indemnity shall survive termination of this Agreement.

10 - DISPUTE RESOLUTION

(a) In the event of any dispute, controversy, claim or alleged breach respecting this Agreement (each a “Dispute”), the Dispute shall be referred to the offices of the presidents of Lalonde, Paterson & Associates and the Customer. Should the Dispute not be resolved by the office of the presidents within 30 days of its referral, either party may exercise its rights available at law in accordance with Section 16(e).

11 - TERMINATION AND MIGRATION

(a) Either party may cause this Agreement to be terminated during the Term by notifying the other in writing of such intention with thirty (30) days’ notice.

(b) Lalonde, Paterson & Associates may, in its absolute discretion, in addition to all other rights and remedies under this Agreement and in law, immediately terminate this Agreement or suspend delivery of any or all Services by notice to the Customer prior to the end of the Initial Term or Renewal Term, as the case may be, for breach by the Customer of any term of this Agreement, including the failure by the Customer to make full payment of an invoice within 30 days of the issue date of the invoice, provided that Lalonde, Paterson & Associates provides the Customer with notice of the breach, and provided that the breach is not remedied within 15 days after the delivery of such notice to the Customer.

(c) Either party shall be entitled to terminate this Agreement immediately with notice in the event of the other party’s insolvency, receivership or voluntary or involuntary bankruptcy or in the event that Lalonde, Paterson & Associates ceases to offer the Services.

(d) In the event of default by the Customer any and all payments required to be made to Lalonde, Paterson & Associates by the Customer shall be due and payable immediately. Termination of this Agreement shall not relieve the Customer from any liability, including amounts owing, accrued prior to the time that such termination becomes effective.

12 - CHANGE MANAGEMENT

(a) If the Customer wishes to order additional Services or make a change to the Services:

(i) the Customer may submit to Lalonde, Paterson & Associates a change request in writing detailing the change requested;

(ii) Lalonde, Paterson & Associates will respond to the Customer in writing, stating whether the change may be made, and if so, specifying the estimated cost and time required to implement the change and the impact, if any, of the change on the Services;

(iii) to the extent any additional services are ordered or changes to the Services are made, additional Schedules or revised Schedules, as the case may be, shall be signed by both parties and added to and become a part of this Agreement, and such services shall be provided in accordance with the terms and conditions of this Agreement.

13 - LALONDE, PATERSON & ASSOCIATES’ PROPERTY

(a) All material, equipment and software provided by Lalonde, Paterson & Associates and used in the provisions of the Services including, without limitation, the equipment, if any, set out in the schedules to this Agreement and any other equipment including computer servers and peripherals, computer software and related documentations, computer cables, (“Lalonde, Paterson & Associates’ Provided Equipment”) shall at all times be and remain the exclusive property of Lalonde, Paterson & Associates or its suppliers.

(b) Nothing in this Agreement contemplates, constitutes or creates a transfer or license of any intellectual property from Lalonde, Paterson & Associates to the Customer. Customer acknowledges it has no right, title or interest in software assigned to the Customer.

(c) Lalonde, Paterson & Associates may in its absolute discretion and without notice to the Customer make changes to or replace the Lalonde, Paterson & Associates provided equipment used in connection with the provisions of the Services.

14 - CONFIDENTIAL INFORMATION

(a) “Confidential Information” means any data, documentation or other information of a proprietary nature, clearly identified as being confidential or proprietary, which is disclosed or made available to the other party in connection with the negotiation, preparation or performance of this Agreement and the design, installation, delivery or implementation of the Service, including without limitation, the network design specifications.

(b) Each party agrees not to disclose the Confidential Information of the other party without the other party’s consent and agrees to take such care to protect the confidentiality of the Confidential Information as would be taken by a reasonable party to protect its own confidential information from disclosure.

(c) Each party’s rights and obligations under this Section shall survive any termination of this Agreement by either party.

15 - FORCE MAJEURE

(a) Except for payment obligations, if the performance of this Agreement is interfered with, in whole or in part, by circumstances beyond the reasonable control of either party including, without limitation: fire, explosion, power failure, acts of God, war, revolution, civil commotion, acts of public enemies, law, order, regulation, ordinance or requirement of any government or its representative or legal body having jurisdiction, or labour unrest such as strikes, slowdowns, picketing or boycotts, then the party affected shall be excused from such performance on a day-by-day basis to the extent that such party’s obligations relate to the performance so interfered with; provided that the party so affected shall use commercially reasonable efforts to expeditiously remove such causes of non-performance.

16 - GENERAL PROVISIONS

(a) Amendment: Except as otherwise provided, neither party may amend this Agreement other than by an instrument in writing executed by the authorized representatives of both parties.

(b) Assignment: Neither party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempted assignment without such prior written consent shall be void. Notwithstanding the foregoing, Lalonde, Paterson & Associates may assign its rights or obligations under or any interest in this Agreement to an affiliate.

(c) Entire Agreement: This Agreement constitutes the entire agreement between the Customer and Lalonde, Paterson & Associates with respect to the subject matter, merging and superceding all prior agreements, understandings, commitments, undertakings and representations on the subject matter. It is expressly agreed that if the Customer issues a purchase order or other document for the Services, such instrument will be deemed to be for the Customer’s internal use only and any provisions contained therein shall not amend or be used in interpreting this Agreement.

(d) Enurement: This Agreement shall be binding upon and enure to the benefit of Lalonde, Paterson & Associates and the Customer and their respective successors and permitted assigns.

(e) Governing Law: This Agreement shall be governed by and interpreted according to the laws in force in the Province of Ontario and the laws of Canada applicable therein. The parties agree to irrevocably attorn to the exclusive jurisdiction of the courts of Ontario which shall have exclusive jurisdiction to hear and determine any claims or disputes between the parties in relation to the Services or the Agreement.

(f) Interpretation: In this Agreement, the headings are for convenience of reference only and shall not affect its construction or interpretation. The parties agree that in the event of an ambiguity or a question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

(g) Non-Waiver: No waiver of any term or provision or of any breach or default shall be valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any other terms or provisions of any subsequent breach or default of the same or similar nature.

(h) Notice:

(i) All notices provided for shall be given in writing and delivered by (a) personal delivery or prepaid first class registered or certified mail, to the addresses set forth in Schedule “C” or (b) by email. Notice delivered by email shall be deemed to have been received upon the business day following the obtaining a bona fide confirmation of such delivery.

(ii) Should no address be specified in Schedule “C”, the address for notice shall be deemed to be (a) for the Customer, the address to which Lalonde, Paterson & Associates send the Customer’s invoices; (b) for Lalonde, Paterson & Associates, the address set out at the top of this Agreement.

(i) Severability: Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. The invalidity, illegality or unenforceability of any one or more provisions of this Agreement shall not affect or impair any other provisions of this Agreement.

Customer acknowledges and expressly agrees to the Limitations of Liability set out in this Agreement.

SCHEDULE A

SERVICE DESCRIPTION

(1) IT Consulting and Support for the following Lalonde, Paterson & Associates included services:

Management for PCs: Phone Support, Remote Support, Microsoft Application Support.

Management for Servers: Phone Support, Remote Support, Service Availability Monitoring, Event Log Monitoring, Log File Maintenance, Drive Space Monitoring, Printer Setting Management, User Account Administration, File Sharing Permission Administration, Security Administration, Backup Monitoring.

Management for Networks: Purchasing Assistance, Router Management, Firewall Management, VPN Management.

Help Desk Support.

Cloud Backup (if applicable).

(2) Real-time Monitoring and Management Service: Lalonde, Paterson & Associates provides a Real-time Monitoring and Management (RMM) service which is an operating system-based agent, herein referred to as ‘LP&A RMM.’ This service includes, but is not limited to, CPU monitoring, health monitoring, command-line administration, and remote-control capabilities. LP&A RMM may also integrate with third-party remote control products, such as TeamViewer, AnyDesk, Splashtop, and others, as necessary to provide comprehensive services.

Access Credentials: To enable LP&A RMM functionality and facilitate day-to-day management of the Customer’s environment, Customer agrees to provide Lalonde, Paterson & Associates with necessary access credentials, including SYSTEM-level account access (highest privilege) and administrator-level account access on operating systems, as required for remote monitoring and management. Customer acknowledges and consents to Lalonde, Paterson & Associates’s use of these access credentials solely for the purpose of providing LP&A RMM services and ongoing management of the Customer’s environment.

Data Security: Lalonde, Paterson & Associates will take commercially reasonable measures to ensure the security and confidentiality of any data or information accessed or collected during the use of LP&A RMM. Lalonde, Paterson & Associates will not disclose this data to third parties except as required for the provision of services or as mandated by law.

Liability: Lalonde, Paterson & Associates shall not be liable for any data loss, security breaches, or any damages arising directly or indirectly from the use of LP&A RMM or any third-party products, including actions taken remotely through the RMM agent. The limitations of liability as outlined in Section 7 of this Agreement shall apply to LP&A RMM services.

Customer Responsibility: Customer is responsible for ensuring the security of their access credentials. Customer shall promptly notify Lalonde, Paterson & Associates of any changes or updates required for access credentials and shall provide access as necessary to facilitate LP&A RMM’s provision of services.

(3) In addition to the services specifically described in this Agreement, Lalonde, Paterson & Associates may, from time to time, provide additional services or perform tasks not explicitly listed herein at the request of the Customer. These additional services shall be subject to the terms and conditions of this Agreement unless otherwise agreed upon in writing between Lalonde, Paterson & Associates and the Customer and signed by authorized signatories.

Customer acknowledges that Lalonde, Paterson & Associates shall not be liable for any data loss, security breaches, or damages arising directly or indirectly from services or tasks performed outside the scope of this Agreement, unless such liability is expressly agreed upon in writing between the parties.

(4) Acceptable Service Request Methods:

Contact Method:

Send Email to support@lpassociates.ca

Place Phone Call to 647-660-2095.

Lalonde, Paterson & Associates reserves the right to change service request methods.

(5) Access to Lalonde, Paterson & Associates’s personnel Help Desk during normal business hours. Business hours are defined as between the hours of 9:00am and 5:00pm, Eastern Standard Time or Eastern Daylight Savings Time, as the case may be, Monday to Friday, excluding statutory holidays.

Additional coverage may be arranged, if required.

SCHEDULE B

SERVICE LEVEL OBJECTIVE

1 - Service Level Objective

Lalonde, Paterson & Associates’s objective is to achieve required response time access to the Lalonde, Paterson & Associates IT Consulting and Support Services.

2 - Remedy

The following table shows the response and resolution times for services included under Schedule A that Lalonde, Paterson & Associates will endeavour to meet; Billable time and other Projects outside the scope of this Agreement do not have response or resolution times:

Response and Resolution Times

Trouble: Service not available (all users and functions unavailable)

Response Time: Within 1 hour

Resolution Time: ASAP

Trouble: Significant degradation of service (large number of users or business critical functions affected)

Response Time: Within 4 hours

Resolution Time: ASAP

Trouble: Limited degradation of service (limited number of users or functions affected, business process can continue)

Response Time: Within 24 hours

Resolution Time: ASAP

Trouble: Small service degradation (business process can continue, one user affected)

Response Time: Within 48 hours

Resolution Time: ASAP

SCHEDULE C

Fees – as per quotation or invoice

SCHEDULE D

Payment Method

Cheque Payment

Please make cheque payable to Lalonde, Paterson & Associates and mail to:

Lalonde, Paterson & Associates

607-55 Bloor Street East

Toronto, Ontario, Canada

M4W3W6

Invoicing; Payment. All prices, invoicing, commissions, payments, credits and offsets of charges under this Agreement shall be in Canadian Dollars. Lalonde, Paterson & Associates will Invoice and charge Customer via EFT, or cheque, on the 1st day of each month for:

(a) Advance payment of fees for the current month based on subscribed services, products and software licenses; plus

(b) Any unbilled subscribed services, products and software licenses provided in the prior month.