SOFTWARE LICENSE AND SERVICES AGREEMENT This Software License and Services Agreement, including any attached schedules and exhibits (collectively, the “Agreement”) dated the ____day of ______________2020 (the “Effective Date”), is entered into by and between SMILE CDR INC. (hereinafter referred to as “Smile CDR” or “Licensor”) and ( hereinafter referred to as the “Customer” or “Licensee”), and sets forth the terms and conditions under which Customer may license or acquire Smile CDR products and/or services, as applicable. Smile CDR and Customer may be referred to herein individually as a “Party” and collectively as the “Parties.” An “Affiliate” of a Party means any legal entity that directly, or indirectly, controls or is controlled by, or is under the common control of such Party. 1. DEFINITIONS For the purposes of this Agreement, the following terms shall have the following meanings: 1.1 “Authorized User” means each of the individuals authorized by Licensee to use the Software; 1.2 “Confidential Information” has the meaning set forth in Section 5; 1.3 “Documentation” means any and all manuals, instructions and other documents and materials that the Licensor provides or makes available to the Licensee in any form or medium which describes the functionality, components, features or requirements of the Software, including any aspect of the installation, configuration, integration, operation, use, support or Support thereof, including, for clarity, any such documentation provided in connection with the Support Services; 1.4 “Fees” has the meaning set out in Section 4.1; 1.5 “IP Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trade-mark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world; 1.6 “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement or rule of any federal, provincial, territorial, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction; 1.1 “Order Form” means a written document, including a statement of work (“SOW”), substantially in the form attached hereto as Schedule A, signed by the duly authorized representatives of both Parties, which identifies the Software and Services (and other details, including applicable Fees) to be provided to Customer by Smile CDR. Each applicable and current Order Form will be attached to this Agreement and incorporated herein by reference; 1.7 “Permitted Use” means use of the Software by an Authorized User for the benefit of the Licensee in the ordinary course of its internal business operations as described in the Order Form; 1.8 "Person" means an individual, corporation, unlimited liability company, partnership, joint venture, governmental authority, unincorporated organization, trust, association or other entity; 1.9 “Representatives” means, with respect to a Party and its Affiliates’ employees, officers, directors, consultants, agents, independent contractors, service providers and legal advisors; 1.10 “Software” means the software program(s) identified in an Order Form to be provided by Smile CDR to Customer, including any third-party software; 1.11 “Services” means any services provided by Smile CDR, as set forth in an Order Form or SOW; 1.12 “Term” has the meaning set forth in Section 8.1; 2. GRANT OF RIGHTS 2.1 License Grant. Subject to the payment of all Fees and Licensee’s compliance with the terms of this Agreement and any applicable Order Form, the Licensor hereby grants to the Licensee a non-exclusive, non-sublicensable and non-transferable, limited license to install and use the Software and Documentation solely for the Permitted Use during the License Term specified in the Order Form. 2.2 Use Restrictions. Except as this Agreement expressly permits, the Licensee shall not, and shall not permit any other Person to: (i) copy the Software, in whole or in part; (ii) modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of any Software; (iii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service; (iv) reverse engineer, disassemble, decompile, decode or adapt the Software or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part; (v) bypass or breach any security device or protection used for or contained in the Software or Documentation; (vi) remove, delete, efface, alter, obscure, translate, combine, supplement or otherwise change any trade-marks, terms of the Documentation, warranties, disclaimers, or IP Rights, proprietary rights or other symbols, notices, marks or serial numbers on or relating to any copy of the Software or Documentation; (vii) use the Software in any manner or for any purpose that infringes, misappropriates or otherwise violates any IP Right or other right of any Person, or that violates any applicable Law; (viii) use the Software for purposes of: (i) benchmarking or competitive analysis of the Software; (ii) developing, using or providing a competing software product or service; or (iii) any other purpose that is to the Licensor's detriment or commercial disadvantage; or (ix) use the Software or Documentation other than for the Permitted Use or in any manner or for any purpose or application not expressly permitted by this Agreement. 3. SUPPORT SERVICES 3.1 Support Services. The Licensor shall provide reasonable assistance and consultation via telephone or electronic mail to assist the Licensee in resolving problems with the use of the Software, including the verification, diagnosis and correction of material errors and defects in the then current release of the Software and (ii) new releases and updates to the then current release of the Software and related documentation that the Licensor makes generally available to its other customers receiving support services as further described in the Order Form. Licensor shall have no responsibility to provide Support Services to Licensee with respect to any problem with the Software caused by: (a) any software, device, or other product not supplied by Licensor; (b) neglect, misuse, alteration, modification, and/ or enhancement to the Software by any party other than Licensor or; (c) failure of Licensee to provide a suitable installation or operating environment for the Software. 4. FEES AND TAXES 4.1 Fees and Payment. The Licensee shall pay the Licensor the licensing and service fees set forth in each applicable Order Form or SOW (collectively, “Fees”) without any set-off, counterclaim, deduction or withholding. Except as expressly provided in an Order Form or SOW, all invoiced amounts are due and payable, within thirty (30) days of the date of the applicable invoice. 4.2 Taxes. All Fees and other amounts payable by the Licensee under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, the Licensee is responsible for all goods and services, harmonized sales, sales, service, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, provincial or territorial governmental or regulatory authority on any amounts payable by the Licensee hereunder, other than any taxes imposed on the Licensor's income. 4.3 Late Payment. If the Licensee fails to make any payment when due, then, in addition to all other remedies that may be available to the Licensor. 4.4 (1) the Licensor may charge interest on the past due amounts at the rate of one and one-half percent (1.5%) per month calculated daily and compounded monthly (which is equivalent to 19.56% per annum compounded annually); (2) the Licensee shall reimburse the Licensor for all reasonable costs incurred by the Licensor in collecting any late payment of amounts due or related interest, including legal fees, disbursement and charges and collection agency fees; and (3) if such failure continues for thirty (30) days following written notice thereof, the Licensor may: (i) disable the Licensee's use of the Software (including by means of a disabling code, technology or device); (ii) withhold, suspend or revoke its grant of a license hereunder; and/or (iii) terminate this Agreement. 5. CONFIDENTIALITY 5.1 Confidential Information. “Confidential Information” of a Party means any and all information disclosed by a Party or its Affiliates (“Discloser”) to the other Party or its Affiliates (“Recipient”) that is either identified as confidential at the time of disclosure or is information which Recipient knows, or reasonably should have known, is confidential. Without limiting the foregoing: (a) the Software and Documentation are the Confidential Information of the Licensor; and (b) the financial terms of this Agreement are the Confidential Information of the Licensor. Notwithstanding the foregoing, Confidential Information does not include information if and only to the extent the Recipient establishes that the information: (i) is or has become part of the public domain through no act or omission of the Recipient; (ii) was already in the Recipient’s lawful possession prior to disclosure hereunder, without obligations of confidentiality; (iii) was rightfully communicated to the Recipient, without obligations of confidentiality, by a third party not bound by confidentiality obligations with respect thereto; or (iv) was independently developed by the Recipient without use of the other Party’s Confidential Information. As between the Parties, all Confidential Information shall be and remains the property of the Discloser. 5.2 Restrictions. Recipient agrees that it will: (i) hold in confidence and not disclose to any third party any Confidential Information of Discloser; (ii) protect such Confidential Information with at least the same degree of care that Recipient uses to protect its own Confidential Information, but in no case less than reasonable care; (iii) use the Discloser’s Confidential Information for no purpose other than as provided herein; (iv) limit access to Discloser’s Confidential Information to those of Recipient’s employees or authorized representatives having a need-to-know and who have signed confidentiality agreements; (v) promptly notify the Licensor of any unauthorized use or disclosure of Confidential Information and take all reasonable steps and cooperate with the Licensor to prevent further unauthorized use or disclosure; and (vi) ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' non-compliance with, the terms of this Section 5. 5.3 Legal Disclosure. Recipient may disclose Confidential Information to the extent such disclosure is required (i) by a valid court order or other governmental body having jurisdiction, provided that Recipient gives Discloser reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist Discloser in obtaining, a protective order; or (ii) to establish or enforce such Party’s rights under this Agreement. 6. AUDITS 6.1 Audit Procedure. The Licensor or its nominee may, upon the Licensor’s reasonable request, inspect and audit the Licensee’s use of the Software under this Agreement at any time during the Term and for two (2) years following the termination or earlier expiration of this Agreement. The Licensee shall make available all such books, records, equipment, information and personnel, and provide all such cooperation and assistance, as may reasonably be requested by or on behalf of the Licensor with respect to such audit. 6.2 Cost and Result of Audit. If the audit determines that the Licensee's use of the Software exceeded the usage permitted in the Order Form, the Licensee shall pay to the Licensor all amounts due for such excess use of the Software, plus interest on such amounts, as calculated under Section 4.4. 7. IP RIGHTS 7.1 IP Ownership. The Licensee acknowledges and agrees that: (1) the Software and Documentation are licensed, not sold, to the Licensee by the Licensor and the Licensee does not and will not have or acquire under or in connection with this Agreement any ownership interest in the Software or Documentation, or in any related IP Rights; (2) the Licensor is and will remain the sole and exclusive owner of all right, title and interest in and to the Software and Documentation, including all IP Rights relating thereto, subject only to the limited license granted to the Licensee under this Agreement; and (3) the Licensee hereby unconditionally and irrevocably assigns to the Licensor, its entire right, title and interest in and to any IP Rights that the Licensee may now or hereafter have in or relating to the Software or Documentation, whether held or acquired by operation of law, contract, assignment or otherwise. (4) the Licensor does not own any data, information or material that Licensee submits or causes to be submitted to the Software. 7.2 No Implied Rights. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to the Licensee or any third party any IP Rights or other right, title or interest in or to any of the Software or Documentation. 8. TERMINATION 8.1 Term. The term of this Agreement commences as of the Effective Date and will continue until no Order Forms or SOW’s remain in force and effect, unless terminated earlier in accordance with the terms of this Agreement. 8.2 Termination of Agreement. Either Party may terminate this Agreement if the other Party is in breach of this Agreement which is not cured (if the breach is capable of cure) within fifteen (15) days after receipt of notice describing such breach. Notwithstanding the foregoing, this Agreement will terminate immediately upon (i) the institution by or against either Party of insolvency, receivership or bankruptcy proceedings for the settlement of the other Party’s debts, (ii) either Party making an assignment for the benefit of creditors, or (iii) either Party’s dissolution or ceasing to do business. 8.3 Effect of Termination. Upon termination of this Agreement (either pursuant to this Section 8.2 or other terms of this Agreement), all rights, licenses and authorizations granted to the Licensee hereunder will immediately terminate and the Licensee shall: (i) immediately cease all use of and other activities with respect to the Software and Documentation; and (ii) within seven (7) days destroy and permanently erase from all devices and systems the Licensee directly or indirectly controls, the Software, and the Documentation, including all documents, files and tangible materials (and any partial and complete copies) containing, reflecting, incorporating or based on any of the foregoing, whether or not modified or merged into other materials; (iii) certify to the Licensor in a signed written instrument that it has complied with the requirements under this Section 8.3; and (iv) promptly pay to Licensor all outstanding Fees owing as of the date of termination. Notwithstanding termination or expiration of this Agreement, any provisions of this Agreement that by their terms or nature are intended to survive, will survive termination or expiration, including, without limitation, sections 5, 7, 9, 10 and 11. 9. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS 9.1 Representations and Warranties of Licensor. The Licensor represents and warrants that (a) it has the authority to enter into this Agreement with the Licensee; (b) subject to the Warranty Restrictions below, the Software will substantially conform in all material respects to the Documentation for a period of sixty (60) days from the date the Software is electronically delivered to Customer (“Software Warranty”); (c) to the Licensor’s knowledge, the Software does not, at the time of delivery to the Licensee, include malicious or hidden mechanisms or code for the purpose of damaging or corrupting the Software; and (d) it will perform all Services in a professional and workmanlike manner, using generally accepted industry standards. 9.2 Warranty Restrictions. The Software Warranty does not apply to (i) problems caused by third-party hardware or software not authorized by the Licensor for use with the Software; (ii) Licensee’s misuse of the Software; (iii) modifications to the Software not authorized by Licensor; or (iv) problems reported to Licensor after the applicable warranty period. Licensor’s entire liability and Licensee’s exclusive remedy under the Software Warranty shall be repair or replacement of the nonconforming Software. Licensee will notify Licensor promptly in writing of any breach of warranty and will provide Licensor with reasonable assistance in identifying, reproducing, and/or remedying any defects. The Software Warranty is made only to the Licensee and Licensor shall have no liability to any third party with respect to the Software as a result of such warranty. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ALL THIRD-PARTY COMPONENTS ARE PROVIDED “AS IS,” “WHERE IS,” “AS AVAILABLE,” “WITH ALL FAULTS” AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. 9.3 Representations and Warranties of Licensee. The Licensee represents and warrants it has the authority to enter into this Agreement with the Licensor and that its performance under this Agreement and use of the Software will comply with all applicable Laws. 9.4 EXCEPT AS PROVIDED ABOVE, ALL SOFTWARE, DOCUMENTATION AND OTHER PRODUCTS, INFORMATION, MATERIALS AND SERVICES PROVIDED BY THE LICENSOR ARE PROVIDED "AS IS." LICENSOR HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER (INCLUDING ALL CONDITIONS AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE), AND SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, THE LICENSOR MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE SOFTWARE OR DOCUMENTATION, OR ANY OTHER LICENSOR OR THIRD-PARTY GOODS, SERVICES, TECHNOLOGIES OR MATERIALS (INCLUDING ANY SOFTWARE OR HARDWARE), OR ANY PRODUCTS OR RESULTS OF THE USE OF ANY OF THEM, WILL MEET LICENSEE'S OR OTHER PERSONS' REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OTHER GOODS, SERVICES, TECHNOLOGIES OR MATERIALS (INCLUDING ANY SOFTWARE, HARDWARE, SYSTEM OR NETWORK), OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. 10. INDEMNIFICATION 10.1 Indemnification by Licensor. Licensor will indemnify, defend and hold harmless Licensee and its directors, officers, employees and agents (collectively, the “Licensee Parties”) against any liability, damage, loss or expense (including reasonable legal fees and expenses of litigation (collectively, “Losses”) incurred by or imposed upon the Licensee Parties or any one of them in connection with any with any third party claims, actions, suits, demands, or judgments (“Claims”) arising out of or in connection with; (a) the infringement or misappropriation of any third party IP Rights or other third party rights by Licensor; or (b) any gross negligence, willful misconduct or fraud on the part of Licensor. 10.2 Indemnification by Licensee. Licensee will indemnify, defend and hold harmless Licensor and its directors, officers, employees and agents (collectively, the “Licensor Parties”) against any Losses incurred by or imposed upon the Licensor Parties or any one of them in connection with any Claim arising out of or in connection with; (a) the infringement or misappropriation of any third party IP Rights or other third party rights by Licensee; (b) any violation of any applicable Laws or privacy rights; (c) any data, information, software or other materials provided or otherwise made available to Licensor by Licensee; or (d) any gross negligence, willful misconduct or fraud on the part of Licensee. 10.3 Indemnification Process. In all cases in which an indemnified party seeks indemnification hereunder, the indemnified party will (a) provide the indemnifying party with prompt notice of any such Claim (provided that the failure to provide prompt notice will only relieve the indemnifying part of its obligation to the extent it is materially prejudiced by such failure and can demonstrate such prejudice), (b) permit the indemnifying party to assume and control the defence of such action upon the indemnifying party’s written notice to the indemnified party of the indemnifying party’s intention to indemnify (provided that the indemnified party (at its cost) may participate in the defence and settlement of such action with counsel of its own choosing), and (c) upon the indemnifying party’s written request, and at no expense to the indemnified party or its affiliates, provide to the indemnifying party all available information and assistance reasonably necessary for the indemnifying party to defend such Claim. The indemnifying party will not enter into any settlement or compromise of any such Claim, which settlement or compromise would result in any liability to or otherwise adversely affect the indemnified party (including any settlement that requires the indemnified party to admit fault or attributes fault to the indemnified party), without the indemnified party’s prior written consent, which will not unreasonably be withheld or delayed. 11. LIMITATIONS OF LIABILITY 11.1 No Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO LICENSEE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF COMPANY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. 11.2 Liability Cap. UNDER NO CIRCUMSTANCES WILL LICENSOR’S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OR WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY LICENSEE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE ACTION OR CLAIM. 12. MISCELLANEOUS 12.1 Relationship. This Agreement does not, and shall not be construed to, create any partnership or agency whatsoever as between the Licensee and the Licensor, and the Licensor shall not, by reason of any provision herein contained, be deemed to be the partner, agent or legal representative of the Licensee, or to have the ability, right or authority to assume or create, in writing or otherwise, any obligation of any kind, express or implied, in the name of, or on behalf of, the Licensee. 12.2 Force Majeure. No Party shall be liable for failure to perform its obligations hereunder for causes beyond its reasonable control and without the fault or negligence of such Party provided that such Party shall use all reasonable efforts within its control in attempting to remove the cause. Such causes shall include but not be limited to, acts of God or government restrictions, acts of war, riots, strikes, fires, floods, hurricanes, earthquakes, terrorist acts, epidemics or other causes beyond Parties’ reasonable control. A Party prevented from fulfilling any obligation hereunder by a force majeure shall promptly give the other Party notice of the force majeure and the affected obligations including reasonably full particulars in respect thereof. In the event that any such causes should continue for a period of three (3) months, the other Parties shall have the right to terminate this Agreement by giving notice to the other Parties. 12.3 Injunctive Relief. The License recognizes and acknowledges that a breach by the Licensee of this Agreement will cause the Licensor irreparable damage that cannot be readily remedied in monetary damages in an action law. In the event of any default or breach by the Licensee that could result in irreparable harm to the Licensor or cause some loss or dilution of the Licensor’s goodwill or reputation, the Licensor shall be entitled to immediate injunctive relief to prevent such irreparable harm, loss, or dilution in addition to any other remedies available, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise. 12.4 Assignment. This Agreement may not be assigned or transferred in whole or in part by the Licensee without the prior written consent of the Licensor. The Licensor may freely assign this Agreement to its Affiliate or a purchaser of substantially or all of the Licensor’s business. 12.5 Waiver. No waiver shall be inferred from or implied by any failure to act or delay in acting by a Party in respect of any default, breach or non-observance or by anything done or omitted to be done by other Party. The waiver by a Party of any default, breach or non-compliance under this Agreement shall not operate as a waiver of that Party’s rights under this Agreement in respect of any continuing or subsequent default, breach of non-observance (whether of the same or any other nature). 12.6 Governing Law; Forum. This Agreement is governed by and construed in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein. Any claim arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the courts in the City of Toronto in the Province of Ontario, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such claim. Service of process notice or other document by mail to such Party's address set forth herein will be effective service of process for any claim brought in any such court. 12.7 Entire Agreement. This Agreement, together with any schedules, Order Forms and SOW’s that are incorporated herein by this reference constitutes the entire agreement between the Parties hereto with respect to the subject matter of this agreement and supersedes all prior discussions, negotiations and agreements. 12.8 Notice. Any notice, report, remittance, consent or any instrument required or permitted to be given or made pursuant hereto shall be in writing and may be given by sending the same by electronic facsimile, prepaid registered mail, or delivering the same: If addressed to the Licensor, to: SMILE CDR INC. 622 College Street, Suite 401 Toronto, Ontario, Canada M6G 1B4 Attention: Clement Ng E-mail: cng@smilecdr.com If addressed to the Licensee, to: [INSERT DETAILS] Any such instrument, if delivered or sent by facsimile or electronic mail, shall be deemed to have been given or received on the day on which it was delivered or so sent and, if mailed, shall be deemed to have been given or received on the fourth (4th) business day following the day on which it is mailed or on such later date as is reasonable in the event of an interruption of postal services. The address at which notice may be given to a Party may be changed by the giving of notice of such change by that Party to the other Party as provided for in this paragraph. 12.9 Enurement. This Agreement shall enure to the benefit of and be binding upon each of the Parties hereto and their respective successors and permitted assigns. 12.10 Time of Essence. Time shall be of the essence hereof. 12.11 Counterpart Execution. This Agreement and any document required to be signed by any or all of the Parties to this Agreement may be so executed in counterpart and a complete set of counterpart execution pages shall be provided to each Party and delivery of such counterparts may be effected by means of telecopier or electronic mail. IN WITNESS WHEREOF The Parties hereto have executed this Agreement as of the Effective Date. SMILE CDR INC. Per: Per: Title: Title: Name: Name: SCHEDULE A ORDER FORM(S)