NLOGIC SERVICES AGREEMENT

This Services Agreement (the “Agreement”), together with any applicable Service Order Form that references this Agreement are a legal agreement between you, either an individual or a legal entity identified below ("Client" or "you"), and NLogic Inc. (“NLogic”). The Agreement governs the provision of Services (defined below) by NLogic to you and by signing below, you agree to the terms of this Agreement and any applicable Service Order Form. Capitalised terms have the meanings given under section 1 Definitions. 

Microsoft has created a marketplace in order to facilitate a transaction between NLogic and Client. Both parties acknowledge that Microsoft is not a party to this Agreement, nor in anyway responsible for the parties’ actions or obligations under this Agreement. Microsoft’s relationship with Client and NLogic is solely governed by Microsoft’s respective agreements with those parties; Microsoft otherwise disclaims all liability resulting from this Agreement (including any Services). 

1.	DEFINITIONS

1.1.	“Confidential Information” means any confidential or trade secret information disclosed by one party to the other party, either orally or in writing, and is marked or otherwise designated as “Confidential” or clearly by its nature is likely to be confidential, including but not limited to the terms and conditions of this Agreement, a party’s Intellectual Property Rights, including, but not limited to, the Services received by you from us under this Agreement, as well as any and all data (including, any of your client related or client specific data, and/or any third party data used by, related to, or pertaining to you and such third party), customer lists, marketing and product plans, technology, systems, business processes, and any other financial, sales, marketing or business information that is not (a) disclosed in public materials or otherwise in the public domain through no action or disclosure by the receiving party; (b) lawfully obtained from a third party without any obligation of confidentiality; (c) lawfully known to the receiving party prior to disclosure by the other party; or (d) independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. 

1.2.	“Effective Date” means the day which both parties have executed the Agreement.

1.3.	“Force Majeure Event” means any event that is outside our direct control, including war, riots, pandemics, embargoes, strikes, casualties, accidents, fire, earthquake, flood, acts of God, supplier or vendor failure.

1.4.	“Fees” means any charges and fees for Services set forth in a Service Order Form. 

1.5.	“Insolvent” means admitting in writing the inability to pay debts as they mature; making a general assignment for the benefit of creditors; suffering or permitting the appointment of a trustee or receiver for all or any of its (i.e., the non-terminating party’s) assets, unless such appointment is vacated or dismissed within 60 days from the date of appointment; filing (or having filed) any petition as a debtor under any provision of law relating to insolvency, unless such petition and all related proceedings are dismissed within 60 days of such filing; being adjudicated insolvent or bankrupt; having wound up or liquidated; or ceasing to carry on business.

1.6.	“Intellectual Property” means rights to all intellectual property, including patents, copyrights, trade-marks (including service marks) industrial rights, trade secrets, and design rights, whether registered or unregistered, including any application for registration of any of the foregoing and all rights or forms of protection of a similar nature having equivalent or similar effect to any of these, that may subsist anywhere in the world.

1.7.	“NLogic’s Terms of Service” means NLogic’s terms that govern your use of any NLogic software (“Software”), NLogic online services ("Online Services"), access to any NLogic database (“Database”) and access to and use of the NLogic website (“Site”).

1.8.	“Service Order Form” means our Service Order Form referencing the Agreement and accepted and signed by you and us with respect to the Services or any other form of order for Services, whether written or oral, that is accepted by us. 

1.9.	“Services” means the consulting services to be provided by us to you (i) as initially described in a Service Order Form and as may subsequently be modified or added to pursuant to additional Service Order Forms; or (ii) as otherwise agreed by the parties orally or in writing.

1.10.	“Service Term” has the meaning given to it in Section 5.1. 

2.	SERVICES. 

2.1.	Services. This Agreement governs our relationship with respect to the Services you have agreed to purchase, which are described in the Service Order Form.  

2.2.	Additional Products. To the extent your purchase of Services includes your use of Software, the Site, Online Services or any of Database, you will also be governed by NLogic’s Terms of Service.

2.3.	Additional Services. If you require additional Services beyond the scope of the initial Services, the parties shall enter into either a new Service Order Form or a mutually agreeable written addendum to be incorporated into Service Order Form, to reflect such additional Services

3.	FEES AND INVOICING.

3.1.	Fees. We will invoice you for the amount due and payable in accordance with the payment terms in the applicable Service Order Form. Payment terms are net 30 days from receipt of invoice.  

3.2.	Taxes. You must pay all taxes (other than taxes based on our net income), levies, or charges imposed by any governmental authority related to or arising from our providing, or your use of, the Services.

3.3.	Late / Non-Payment. If you are late paying your Fees, we may suspend your Services 15 days after written notice has been delivered to you. You will be liable for any legal (including court costs) or collection agency fees incurred by us to enforce the collection of Fees. 

4.	OWNERSHIP OF INTELLECTUAL PROPERTY.

All right, title and interest in and to your Intellectual Property will remain with you, and ours with us, and neither of us will, directly or indirectly, reverse engineer, decompile, disassemble nor otherwise attempt to derive source code or other trade secrets from the other party. All right, title, and interest in and to any derivatives, improvements, enhancements or extensions of our Intellectual Property conceived, reduced to practice, or developed in connection with the Services during our relationship, including any copyrighted material or protectable ideas contained therein, will vest in us and be our property. You will return all of our Intellectual Property (whether completed or in process) on request. You also assign any and all rights that you may have in our Intellectual Property to us. You will not retain, use, or disclose any of our Intellectual Property without our prior written consent. You will, at our expense, co-operate with us and execute any and all documents deemed necessary, and otherwise protect and perfect our rights and interests in, our Intellectual Property.

5.	TERM AND TERMINATION

5.1.	Term. This Agreement shall be effective on the Effective Date and shall remain in effect until the term of all outstanding Service Order Forms have expired or such Service Order Forms have terminated, unless otherwise terminated as provided herein (the “Service Term”). This Agreement and any of the Service Order Forms may only be amended or extended upon written agreement of the parties. 

5.2.	Termination without cause.  Unless otherwise set forth in an Service Order Form, either party may terminate this Agreement or any Service Order Form without cause on 60 days’ notice. We will not provide refunds or credits for any Services partially rendered if the Agreement or an Service Order Form is terminated without cause. 

5.3.	Termination for cause.  Without limiting other remedies it may have, either party may terminate the Agreement or any Service Order Form immediately on notice if (i) the other party materially breaches the Agreement or an Service Order Form, and fails to cure the breach within 30 days after receipt of notice of the breach; or (ii) the other party becomes Insolvent. Upon such termination, all amounts due under any unpaid invoices will become due and payable immediately. 

6.	WARRANTIES AND DISCLAIMER

6.1.	By Us.  We represent and warrant that (i) we have full rights and authority to enter into, and perform the Services under, this Agreement; (ii) our performance of the Services will not violate any agreement or obligation between us and any third party; and (iii) the Services will be performed in a professional manner conforming to industry standards.  Except as expressly stated in this Agreement, all Services are provided as is. To the maximum extent permitted by law, we disclaim any and all other warranties (express, implied or statutory, or otherwise) including of merchantability or fitness for a particular purpose, whether arising by a course of dealing, usage or trade practice, or course of performance.

6.2.	By You. You represent and warrant that (i) you will comply with all applicable laws in performing your obligations in this Agreement; and (ii) you will comply, and will cause all of your employees, consultants and agents, as applicable, to comply with all applicable laws in connection with the use of any Services.

7.	LIMITATION OF LIABILITY

Your damages for any claims related to the Services or this Agreement will be limited to direct damages only caused by our gross negligence or willful misconduct. We will not be liable under any circumstance for special, consequential, indirect, incidental, exemplary or punitive losses or damages (including, without limitation, business interruption, loss of use of the Services, loss of business or opportunities, revenue, profits, goodwill, data, other economic advantage or the cost of procurement of replacement services), regardless of how they arise, whether in breach of contract (including a fundamental breach), breach of warranty or in tort (including negligence), even if foreseeable or even if such party has been advised of the possibility. Our maximum liability to you under this Agreement will not exceed an amount: (i) greater than the amount paid by you for the Services during the 6 months prior to the notice of the claim under which damage is claimed; or (ii) if this Agreement has been in force less than 6 months, the amount paid by you during this period. 

8.	INDEMNITIES 

8.1.	By Us. We will defend, indemnify, and hold you harmless from any third party claims, damages, losses, liability, causes of action, judgments, costs and expenses (including reasonable legal fees) directly or indirectly arising from, connected with, or related to any claim alleging that the provision of Services infringes any third party intellectual property rights.

8.2.	By You.  You will defend, indemnify and hold us harmless from any third party claims, damages, losses, liability, causes of action, judgments, costs and expenses (including reasonable legal fees) directly or indirectly arising from, connected with or related to a violation or breach of the Agreement or any Service Order Form by you, your employees, officers, directors, agents, successors or assigns and your respective affiliates.

8.3.	An indemnified party’s obligations in this Section are further contingent on notifying the indemnifying party in writing promptly upon obtaining notice of an impending claim and your reasonably cooperating with the indemnifying party in preparing a defense.  No settlement may be entered into by an indemnifying party, without the express written consent of the indemnified parties (such consent not to be unreasonably withheld).

9.	CONFIDENTIALITY

9.1.	Protection of Confidential Information. We both agree: (i) to take all reasonable steps necessary to maintain the confidentiality of any Confidential Information, and not to disclose Confidential Information without the other party’s prior written consent; (ii) to use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care) to protect the other’s Confidential Information; and (iii) to not use or copy any Confidential Information for any purpose other than in direct furtherance of the purposes of this Agreement. 

9.2.	The terms and conditions of this Agreement are considered Confidential Information and will not be disclosed without the prior written consent of the other party, save and except: (A) as required by law; (B) to each party’s respective financial and legal advisors, banks, financing sources, and affiliates subject to a duty not to further disclose to additional parties; or (C) in connection with the enforcement of this Agreement. 

10.	MISCELLANEOUS.

10.1.	Governing Law. This Agreement and the relationship between you and us will be governed by the laws of the Province of Ontario, excluding its conflicts of law provisions. You agree to submit to the exclusive jurisdiction of the courts located in Toronto, Ontario to resolve any dispute or claim arising from this Agreement. As to intellectual property rights, you specifically agree that we may file an action in any jurisdiction to protect or enforce our rights. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. 

10.2.	Assignment. Each party will be able to assign or transfer any of its rights or obligations under this Agreement to a purchaser of all or substantially all of its assets or capital stock, including as a result of merger or consolidation, corporate reorganization, or in connection with the sale or transfer of all or substantially all of its business, capital stock or assets, with the consent of the other party, which consent shall not be unreasonably withheld or delayed. 

10.3.	Currency. All dollar amounts expressed herein are in Canadian currency, unless otherwise specified. 

10.4.	Independent Contractors. Nothing contained in this Agreement will be construed to create or imply a joint venture, partnership, principal-agent, agency, fiduciary or employment relationship between the parties. Neither party will take any action or permit any action to be taken on its behalf that purports to be done in the name of or on behalf of the other party and will have no power or authority to bind the other party to assume or create any obligation or responsibility express or implied on the other party’s behalf or in its name, nor will such party represent to any one that it has such power or authority. 

10.5.	Force Majeure. Neither party will be liable for any loss, damage, or penalty arising from delay due to an event of Force Majeure Event. 

10.6.	Survival. The terms of this Agreement, including the applicable Service Order Form, that are likely to require performance, or have application to events that may occur, after the termination or expiration of this Agreement or any Service Order Form, will survive termination or expiration, including all indemnity obligations and procedures. 

10.7.	Counterparts. The Agreement may be executed in one or more counterparts, each of which shall be treated as original documents and shall be equally valid and binding on the parties. Any counterpart signature transmitted by sending a scanned copy by electronic mail or similar electronic transmission shall be deemed an original signature. 

You acknowledge that You have read, understand and agree to this Agreement which governs all Services provided by Us to You as of the Effective Date.

[Client] 

Name:
Title:
Date:


NLogic 
	
Name:	Name:
Title:	Title:
Date:	Date: