1 DEFINITIONS AND INTERPRETATION 1.1 In addition to the terms defined elsewhere in this Agreement, and unless the context otherwise requires: "Affiliate" means in relation to the Party (i) any entity being under Control, directly or indirectly, by the Party, (ii) any legal entity that have Control, directly or indirectly, over the Party, or (iii) any legal entity directly or indirectly under common Control with the Party; where "Control" means the power of a person (or persons acting in concert) to secure that the affairs of another are conducted directly or indirectly in accordance with the wishes of that person (or persons acting in concert) whether by means of being the beneficial owner of more than 50% (fifty per cent) of the voting rights in that company, or having, directly or indirectly, prevailing influence on the management or operation of that company, or the right to appoint or remove a majority of the directors or otherwise control the votes at board meetings of that company by virtue of any powers conferred by the articles of association, shareholders' agreement or any other document regulating the affairs of that company, whereby for the purpose of this definition persons acting in concert means, in relation to a person, persons which actively co-operate, pursuant to an agreement or understanding (whether formal or informal) with a view to obtaining or consolidating control of that person "Business Day" means any workday (i.e. Monday, Tuesday, Wednesday, Thursday or Friday) that is not a national holiday or a day of rest in Canada; "Civil Code" shall mean the Act No. 89/2012 Coll., Civil Code, as amended; "Confidential Information" means any and all information or data, in whatever form or storage medium, whether tangible or intangible, and whether disclosed directly or indirectly before or after this Agreement by or on behalf of the Supplier to the Customer in writing, orally, through visual means, or by the Supplier's evaluation, observation, analysis, inspection or other study of such information, data or knowledge, which is now or at any time after the date of this Agreement, owned or controlled by the Supplier. Confidential Information shall include, but is not limited to, trade secrets, discoveries, know how, designs, specifications, drawings, present or future products or services and markets, inventions, prototypes, algorithms, software of any kind or nature, including, but not limited to the Software, object or machine codes, source codes (whether revealed in the Software or disclosed by other means), computer models and applications, developments, processes, formulae, technology, engineering, architectures, hardware configuration information, diagrams, data, computer programs, business activities and operations, customer lists, reports, studies and other technical and business information and any other information which, by its nature, would reasonably be considered to be of a confidential nature either intrinsically or due to the context and circumstances in which it was disclosed (and shall include Customer Data); "Contact Person" is representative of the Party, agreed by the Parties in the Agreement or otherwise in compliance with Agreement; "Customer Data" means any data (including Personal Data), information, text, visual or graphic representations and other materials in any medium or format owned by or licensed to the Customer and used by the Supplier, Supplier Affiliates in the provision of the Services; "Customer Personnel" means the employees and contractors (including any temporary and agency personnel and sub-contractors) of the Customer; "Effective Date" shall mean the date of this Agreement. "Equipment" shall mean the designated equipment as set out in Schedule 2 – License Terms of this Agreement; "Fee" shall mean the fee payable by the Customer to the Supplier under clause 5; "GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the Processing of Personal Data and repealing Directive 95/46/EC (General Data Protection Regulation) OJ L 119/1, 4.5.2016; "Intellectual Property Rights" means copyright and related rights, patents, utility models, rights to inventions, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world; "Personal Data" has the meaning set out in the GDPR; "New Version" means any new version of the Software which from time to time may be publicly marketed and offered for purchase by the Supplier in the course of its normal business, being a version which contains such significant differences from the previous versions as to be generally accepted in the marketplace as constituting a new product; "Relevant Records" means any and all data (including Customer Data), records and other information uploaded, inputted, created, stored, modified or otherwise disposed within the Software Products, in particular configuration data, temporary data, cached data and other content in the Software with the exception of programme data and data generated by the Software itself which relate to the Services or otherwise relate to the provision of the Supplier's obligations under this Agreement; "Service" shall mean Software Support or Software Maintenance; "Service Deliverable" shall mean the outcome of the Service; "Software" shall mean the computer program(s) specified in Schedule 1 – Software Products and Delivery; "Software Products" shall mean the software developed and supplied by the Supplier as detailed in Schedule 1 – Software Products and Delivery of this Agreement; "Support Service Levels" means the levels to which the Supplier must perform the Support Services, as set out in Schedule 4 – Support Terms; "Term" has the meaning given in clause 11 (being the Initial Term together with any subsequent Renewal Periods); "Territory" means the geographical territory as specified in Schedule 2 – License Terms; and "Third Party Software" means any software provided by the Supplier under this Agreement but in which the Intellectual Property Rights do not belong to the Supplier. "Update" means a release of the Software Products which corrects faults, adds functionality or otherwise amends or upgrades the Software Products. 1.2 Unless the context otherwise requires: (a) words in the singular shall include the plural and in the plural shall include the singular; (b) reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time; (c) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. 1.3 Headings in this Agreement are for convenience only and do not affect interpretation of this Agreement. 1.4 In the case of conflict or ambiguity between any provision contained in the body of this Agreement and any provision contained in the Schedules, the provision in the body of this Agreement shall take precedence. 1.5 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns. 1.6 References to clauses and Schedules are to the clauses and Schedules of this Agreement. 2 SUBJECT OF THE AGREEMENT 2.1 This Agreement regulates the terms of use of the Software Products and provision of Services related to the supply thereof. 2.2 The Supplier shall deliver to the Customer Software Products as described in Schedule 1 – Software Products and Delivery. 2.3 The Supplier shall deliver to the Customer a Third Party Software as described in Schedule 1 – Software Products and Delivery. 2.4 The Supplier shall provide to the Customer Software Support and shall meet the Support Service Levels, as described in Schedule 4 – Support Terms. 2.5 The Supplier shall provide to the Customer Software Maintenance as described in Schedule 5 – Software Maintenance. 3 DELIVERY AND ACCEPTANCE OF THE SOFTWARE PRODUCTS 3.1 The Supplier shall deliver to the Customer: (a) The Software via the delivery channel and on the delivery dates as specified in Schedule 1 – Software Products and Delivery; (b) Service Deliverables within 60 days of their launch onto the market. If the Customer terminates Software Maintenance or Software Support, the Customer would no longer be entitled for Service Deliverables. 4 INTELLECTUAL PROPERTY RIGHTS AND LICENCE 4.1 The Customer acknowledges that all Intellectual Property Rights in the Software Products and Service Deliverables belong and shall belong to the Supplier or the relevant third-party owners (as the case may be), and the Customer shall have no rights in or to the Software Products and Service Deliverables other than the right to use it in accordance with the terms of this Agreement. 4.2 In consideration of the Fee paid by the Customer to the Supplier, the Supplier grants to the Customer a non-exclusive, non-transferable, revocable, licence for a term as specified in Schedule 2 – License Terms to use the Software Products and Service Deliverables within the Territory ("Licence"). 4.3 The Customer shall use the Software Products only for the purpose, in the extent, in the manner and by means which are expressly allowed by this Agreement. 4.4 In relation to scope of use: (a) for the purposes of clause 4.2, "use" shall be restricted to use in machine-readable object code form (as applicable) solely for Customer's own internal business operations in a manner consistent with the use limitations specified or referenced in this Agreement (which shall not include allowing the use of the Software Products or Service Deliverables by, or for the benefit of, any person other than Customer Personnel who may use these also remotely); (b) the Customer may not use the Software Products or Service Deliverables other than as specified in clause 4.2 and clause 4.4(a) without the prior written consent of the Supplier, and the Customer acknowledges that additional fees may be payable on any change of use approved by the Supplier; (c) the Customer may make as many backup copies of the Software Products as may be necessary for its lawful use. The Customer shall record the number and location of all copies of the Software Products and take steps to prevent unauthorised copying; (d) except configuration of the Software Products, the Customer has no right (and shall not permit any third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software Products in whole or in part except to the extent that any reduction of the Software Products to human readable form (whether by reverse engineering, decompilation or disassembly) is necessary for the purposes of integrating the operation of the Software Products with the operation of other software or systems used by the Customer, unless (i) it is possible to achieve similar effects utilizing means existing in the Software Products, or (ii) the Supplier is prepared to carry out such action at a reasonable commercial fee or has provided the information necessary to achieve such integration within a reasonable period, and the Customer shall request the Supplier to carry out such action or to provide such information before undertaking any such reduction. 4.5 The Customer may not use any such information provided by the Supplier or obtained by the Customer during any such reduction permitted under clause 4.4(d) to create any software whose expression is substantially similar to that of the Software nor use such information in any manner which would be restricted by any copyright or similar rights subsisting in it. 4.6 The Customer shall not without the prior written consent of the Supplier: (a) sub-license the Software Products or the Service Deliverable in whole or in part; (b) assign the licence in whole or in part; (c) allow the Software Products or the Service Deliverable or any rights pertaining to it to become the subject of any encumbrance or security; (d) remove, obliterate or alter any copyright, proprietary or similar notices on the Software Products or the Service Deliverable; 4.7 Each Party confirms it is acting on its own behalf and not for the benefit of any other person. 4.8 The Customer shall: (a) ensure that the number of persons using the Software Products at the same time does not exceed the number specified in Schedule 2 – License Terms; (b) ensure that the Software is installed only on the Equipment; (c) keep a complete and accurate records of the Customer's copying, and disclosure of the Software Products and its users, and produce such record to the Supplier on request from time to time; (d) notify the Supplier as soon as it becomes aware of any unauthorized use of the Software Products by any person; (e) pay, for broadening the scope of the Licence to cover the unauthorized use, an amount equal to the fees which the Supplier would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced together with interest at the statutory rate, from such date to the date of payment. 4.9 Documentation supplied by the Supplier shall be provided to the Customer in form of a single electronic carrier or made available for download. The Customer shall be granted a non-exclusive, non-transferable right to use the documentation supplied to the same extent as its right to use Software Products, and the Customer shall be entitled to make the necessary number of copies for internal purposes (provided that the copy retains indications of all rights to documentation, e.g. trademarks, business names or copyright). 4.10 Without the prior written consent of the Supplier, the Customer shall not be entitled to disclose to third parties any information concerning the Software Products and Service Deliverables, including their documentation. 4.11 Without the prior written consent of one party, the other party shall not be entitled to disclose to third parties any information concerning the methods or concepts employed therein, prices and payment terms. 4.12 The Customer shall permit the Supplier to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software Products are being kept or used, and have access to any records kept in connection with this Agreement, for the purposes of ensuring that the Customer is complying with the terms of this Agreement, provided that the Supplier provides reasonable advance notice to the Customer of such inspections, which shall take place at reasonable times. 4.13 In the event that the Customer does not pay an undisputed invoice for performance rendered under this Agreement, and fails to pay within 14 days of the Supplier's written reminder for payment, the aforesaid license right shall be suspended, and shall only be reinstated upon full payment of any and all such invoices. 4.14 Third Party Software shall be licensed to the Customer on the standard third party licensing terms from time to time in force for such software and the Customer shall, prior to delivery, execute any such licence agreement as may be required by Supplier of the Third Party Software. 5 FEES 5.1 In consideration of the provision of the Services in accordance with the terms and conditions of this Agreement, the Customer shall pay the Fees to the Supplier in accordance with this clause 5 and Schedule 5 – Fees. 5.2 All sums payable under this Agreement shall be paid by the Customer to the Supplier based on the invoice issued by the Supplier. All invoices shall be paid by the Customer in accordance with the payment conditions stated in the invoice. In the absence of specific conditions, the invoiced amounts shall be payable within thirty (30) days after the invoice date. 5.3 All payments shall be made by Electronic Funds Transfer only to the accounts below, or to such other central or money center bank or banks and to such other account or accounts, as Supplier may from time to time designate to the Customer in writing. Beneficiary: Adastra Corporation Account Number / IBAN: ........................................................................... Local Bank Code: ........................................................................... BIC / SWIFT: ........................................................................... Bank Name: ........................................................................... Bank Branch Address: ........................................................................... ABA Number: ........................................................................... 5.4 All sums payable under this Agreement are exclusive of VAT or any relevant local taxes, for which the Customer shall be responsible. If the Customer is or may be required under any law or regulation of any governmental entity or authority, domestic or foreign, to withhold or deduct any portion of any payment due to Supplier pursuant to this Agreement and Supplier is unable to reclaim or recover that deduction through the exercise of reasonable efforts, then the sum payable to Supplier will be increased by the amount necessary to yield to Supplier an amount equal to the sum it would have received had no withholdings or deductions been made. 5.5 In case that the Customer is in delay with the payment of the invoice, the Customer is obliged to pay to the Supplier a contractual penalty in the amount of 0.05 % of the unpaid amount of the invoice for each commenced day of the delay. 6 CONFIDENTIALITY 6.1 The Customer shall protect all Supplier's Confidential Information which may become known to the Customer using the highest standards of protection applicable to Confidential Information. Customer may only use Confidential Information for the purposes of this Agreement. The Customer may provide its directors, employees or professional external advisers ("Permitted Users") with access to Confidential Information on a strict "need to know" basis only. 6.2 The Customer undertakes to contractually oblige any Permitted Users to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out in this Agreement. 6.3 The Customer’s confidentiality obligations will not apply to information: (i) already known to it at the time of disclosure; (ii) in the public domain or publicly available; (iii) provided to it by a third party who is under no such obligation of confidentiality; or (iv) independently developed by it. The Customer may disclose Confidential Information to its legal advisers to protect its own legitimate interests or to comply with any legal or regulatory requirements. If any court, regulatory authority or legal process requires the Customer to disclose information covered by this confidentiality obligation, then the Customer may make any such disclosure; provided that the Customer will, if permitted by law, advise the Supplier promptly of any such requirement and cooperate, at the Supplier’s expense, in responding to it. 6.4 No Party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. 6.5 Provisions of this clause 6 shall remain in full force and effect even after any termination of this Agreement. 7 RELEVANT RECORDS 7.1 All rights in Relevant Records remain the property of the Customer. The Customer is responsible for Relevant Records. 7.2 The Customer grants to the Supplier the right to access and use Relevant Records and process them for the purpose of improving and monitoring of the Software Products and their use in a manner compliant with applicable laws. The Supplier does not have any other rights to and does not bear any responsibility for Relevant Records. 7.3 The Parties shall each process the Personal Data. The Parties acknowledge that the factual arrangement between them dictates the classification of each Party in respect of the applicable data protection laws. Notwithstanding the foregoing, the Parties anticipate that the Customer shall act as a controller and the Supplier shall act as a processor. 7.4 Each of the Parties acknowledges and agrees that the Data Processing Agreement as attached as Schedule 8 – Data Processing Agreement of this Agreement will apply to any processing of Personal Data relating to this Agreement. 8 WARRANTIES 8.1 Each Party warrants to the other that it has full right, title and authority to enter into this Agreement and to accept and perform the obligations imposed on it. 8.2 The warranty period for the Software shall be six (6) months. The Warranty Period shall commence upon the delivery of the Software or Service Deliverables. 8.3 Performance rendered as part of Software Support shall be covered by a three (3) months Warranty Period which shall commence running upon the delivery thereof by the Supplier. 8.4 The Supplier warrants that the Software Products shall function, but not without defects, in accordance with the agreed functionalities and documentation. In the event that the Customer discovers a defect of the Software Products or Service Deliverables during the Warranty Period, the Customer shall report said defect to the Supplier as described in Schedule 4 – Support Terms. The Supplier shall take any and all steps required for a swift rectification of the defect, without any claim to payment for such activities, and shall remedy the defect without delay in accordance with the Support Service Levels. 8.5 The Supplier shall not be obliged to supply Software Support with respect to the Software for versions older than the last three major versions of the Software launched onto the market. 8.6 The Supplier shall not be liable for defects and shall not remedy said defects in the event that such defects arise as a result of: (a) use of hardware or software or peripheral devices other than that authorized by the Supplier; (b) improper use or operation of the Software Products or Service Deliverables not in compliance with the documentation provided by the Supplier; (c) the Customer failing to respect binding recommendations made in connection with faults previously notified to the Customer by the Supplier, or demonstrably failing to implement solutions to such faults and other instructions provided by the Supplier, (d) an unauthorized modification of the Software Products or Service Deliverables; or (e) an unauthorized integration of the Software Products or Service Deliverables (in full or in part) with any other product than the product permitted by the applicable documentation. 8.7 The Customer must give a written notice of any defect to the Supplier within a reasonable time following the time the Customer has detected or should have detected the defect. If the Supplier does not receive such written notice within a reasonable time the Customer's right to any remedy is lost. 8.8 Where it is agreed or determined during the processing of warranty claims that the defects do not constitute warranty defects, or where the Supplier is not obliged to rectify the defect as part of the provision of the Software Support, this shall be viewed as additional work and charged as set out in Schedule 3 – Fees. 8.9 The Customer accepts responsibility for the selection of the Software Products to achieve its intended results and acknowledges that the Software Products have not been developed to meet the individual requirements of the Customer. 8.10 The Customer acknowledges that any Open-Source Software provided by the Supplier is provided "as is" (which term to be interpreted in line with internationally accepted general standards of software licensing) and expressly subject to the disclaimer in clause 8.11 of this Agreement. 8.11 The express provisions of this Agreement are in place of all warranties, representations, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise (including but not limited to implied undertakings of satisfactory quality, conformity with description and reasonable fitness for purpose), all of which are hereby excluded by Supplier to the maximum extent permitted by law. 9 INDEMNIFICATION 9.1 The Customer shall indemnify and hold the Supplier or its Affiliates harmless of and for any losses, liabilities, costs (including reasonable legal costs), charges, expenses, fines, compensations, penalties, actions, procedures, claims, demands and damages (including any damages finally awarded by a court of competent jurisdiction) incurred by them as a result of any breach of Customer's obligations contained in clause 4 of this Agreement or against any claims related to Relevant Records. 10 LIMITS OF LIABILITY 10.1 Each Party shall be liable to the other Party solely for actual monetary damages incurred by the non-breaching Party as a result of the breaching Party's failure to perform its obligations in the manner required by the Agreement. To the extent permitted under applicable law and except for any liability as provided in clause 10.2 below, in no event shall either Party be liable to the other for indirect, consequential, incidental or special damages arising from any claim or action hereunder (including loss of profits) based on contract, tort or other legal theory, and whether advised of the possibility of such damages. 10.2 The Supplier shall not be liable for Relevant Records, i.e. loss, deletion, alteration or other undesirable interference with Relevant Records and for results and outputs of the Software Products. 10.3 Nothing in the Agreement shall limit or exclude either Party's liability for: (a) death or personal injury; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be lawfully excluded under the applicable law; (d) in case of Customer, breach of clauses 4, 5, and 9 of this Agreement; (e) breach of clause 6 by either Party; and (f) failure to protect Personal Data. 10.4 Without prejudice to clause 10.3 above, each Party's liability to the other Party, whether in an action based on contract, warranty or any other legal theory, shall not exceed 100% of the total Fees payable under this Agreement. 10.5 The extent of compensation for damages sustained as a result of breach of copyright or other similar third party rights shall always be limited to claims granted in a final and enforceable court judgment or approved by the Supplier, up to the limitation of liability pursuant to this Agreement. The compensation for damages shall be conditioned on the following: (a) the Customer shall notify the Supplier of any claim asserted against the Customer or any action filed against the Customer without undue delay, and (b) the Customer does not make any acknowledgment that could be viewed as prejudicial to such claim or action, and (c) the customer shall enable the Supplier to conduct any judicial proceeding and hold any negotiations for the purposes of a decision on the claim. 10.6 The Customer acknowledges the necessity of regular back-up of data in order to prevent or reduce damage. 10.7 The Customer agrees that, in entering into this Agreement, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in this Agreement or (if it did rely on any representations, whether written or oral, not expressly set out in this Agreement) that it shall have no remedy in respect of such representations and (in either case) the Supplier shall have no liability in any circumstances otherwise than in accordance with the express terms of this Agreement. 10.8 All dates supplied by the Supplier for the delivery of the Software Products shall be treated as approximate only. The Supplier shall not in any circumstances be liable for any loss or damage arising from any delay in delivery beyond such approximate dates. 10.9 All references to "the Supplier" in this clause 10 shall, for the purposes of this clause, be treated as including its Affiliates, all employees, subcontractors and suppliers of the Supplier, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause 10. 11 CHANGES 11.1 Any changes to the Services ("Change") shall be controlled using the procedure in this clause 11 and Schedule 9 – Change Order Template, but in any event the Parties will endeavour to provide as much notice as possible to the other where a Party becomes aware of any matter which might result in the requirement for a Change to be made. 11.2 The Customer shall have the right to request Changes by issuing a written request to the Supplier ("Change Request"). 11.3 On receipt of a Change Request the Supplier shall as soon as reasonably practicable (but in any event within 30 Business Days) prepare and send to the Customer a draft change order setting out the following ("Change Order"): (a) Any impact the Change would have on the Fees, including details of any reduction in Fees which would arise as a result of implementing the Change or where the Change is likely to involve additional costs, both a fixed price for implementing the Change and an estimated cost for implementing the Change on a time and materials basis; and (b) A timetable for implementation of the Change and details of any impact on the overall timetable for provision of the Service Deliverables. 11.4 If the Customer wishes to proceed with the Change, then the Parties will endeavour to agree and sign a Change Order setting out the details indicated at clause 11.3 as soon as practicable. A Change Order once signed on behalf of the Parties shall constitute an amendment to the Agreement, which shall be varied accordingly. If the Customer decides that it does not wish to proceed with a Change it shall notify the Supplier, in which case the rights and obligations of the Parties under the Agreement shall be unchanged. If no acceptance is received by the Supplier within a period of 90 Business Days from receipt by the Customer of a Change Order, the Customer’s Change Request shall be deemed to be withdrawn. 11.5 In respect of any Change, Supplier’s charges to the Customer shall be based upon the cost of implementing the Change in accordance with the rates applied to the existing Service Deliverables. 11.6 Whilst a Change Request is under consideration and until such time as formally agreed, the Parties shall continue to perform their obligations of the Agreement as if such a Change Request had not been made. 12 DURATION AND TERMINATION 12.1 This Agreement shall, unless otherwise terminated as provided in this clause 11 commence on the Effective Date and shall continue for thirty-six (36) months ("Initial Term") and, thereafter, this Agreement shall be automatically renewed for successive periods of twelve (12) months (each a "Renewal Period"), unless: (a) either Party notifies the other Party of termination, in writing, at least three (3) months before the end of the Initial Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or (b) otherwise terminated in accordance with the provisions of this agreement; and the Initial Term together with any subsequent Renewal Periods shall constitute the Term. 12.2 Without affecting any other right or remedy available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if: (a) the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; (b) the other Party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 15 days after being notified in writing to do so; (c) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts; (d) liquidation is initiated in respect of the Customer; (e) insolvency proceedings are initiated in respect of the Customer; (f) the bankruptcy is established in the insolvency proceedings in respect of the Customer; (g) the other Party is prohibited from performing its business activity in the Territory; (h) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business. 12.3 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry. 12.4 On termination for any reason: (a) all rights granted to the Customer under this Agreement shall cease; (b) the Customer shall cease all activities authorised by this Agreement; (c) the Customer shall immediately pay to the Supplier any sums due to the Supplier under this Agreement; and (d) the Customer shall immediately destroy or return to the Supplier (at the Supplier's option) all copies of the Software Products or Service Deliverables in its possession, custody or control and, in the case of destruction, certify to the Supplier that it has done so. 12.5 Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect. 13 COOPERATION AND COMMUNICATION 13.1 The Parties hereby agree to cooperate in good faith and communicate all information necessary for the other Party to duly meet its obligations. The Parties shall inform each other on any and all facts which are or which can be important for proper meeting of their obligations according to the Agreement. 13.2 All communication with respect to the Agreement shall be made among the Contact Persons, or the persons which are expressly appointed by Contact Persons. The Parties must inform the other Party about such appointment in a written form. 13.3 Any notice given to a Party under or in connection with this Agreement shall be in writing (which can include e-mail) and shall be: (a) delivered personally; (b) sent by an internationally reputed courier service; (c) sent by registered post with a return receipt; or (d) sent by e-mail, on the next Business Day provided that a copy of the communication is sent as set in (a) – (c) above as soon as practicable thereafter. 13.4 Any notice which is acknowledged by the recipient shall be deemed to have been properly served. 13.5 This clause 12 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. 13.6 Identification of Contact Persons: CONTACT PERSONS OF THE CUSTOMER (Name, Job Title, Email) Contractual matters: …………………………………………………………………………………. Technical matters: …………………………………………………………………………………. Accounting / Finance: …………………………………………………………………………………. CONTACT PERSONS OF THE SUPPLIER (Name, Job Title, Email) Contractual matters: …………………………………………………………………………………. Technical matters: …………………………………………………………………………………. Accounting / Finance: …………………………………………………………………………………. 14 FORCE MAJEURE 14.1 Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for two (2) months, the Party not affected may terminate this Agreement by giving 30 days' written notice to the affected Party. 15 ENTIRE AGREEMENT 15.1 This Agreement contains the whole agreement between the Parties relating to the subject matter of this Agreement at the date of this Agreement to the exclusion of any non-mandatory terms implied by law and supersedes any previous written or oral agreement between the Parties in relation to the matters dealt with in this Agreement. None of the expressions of will made within negotiations of this Agreement and none of the expressions of will made after the date of this Agreement will be construed or interpreted in contradiction with express provisions of this Agreement and will not constitute duty or obligation of either Party. 15.2 A response of either Party with an amendment or variation to the proposal of the other Party in relation to the terms of this Agreement and any amendment and/or Schedule hereto will not constitute acceptance of such proposal even if it changes the original proposal in an unsubstantial way. 15.3 The Parties hereby confirm that essential terms stipulated in this Agreement result from the negotiation of the Parties and both Parties had an opportunity to affect the contents of such essential terms. 16 GOVERNING LAW AND JURISDICTION 16.1 This Agreement and any non-contractual obligations arising out of or in connection with it are governed by and must be construed in accordance with laws of Ontario, Canada, without regard to its conflict of law rules. 17 FINAL PROVISIONS 17.1 No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 17.2 No variation of this Agreement shall be effective unless it is in writing and signed by the Parties. 17.3 The unenforceability, nullity or invalidity of any provision of this Agreement, in whole or in part, may not affect the existence, enforceability or validity of the remainder of this Agreement. In the event that any such provision should become unenforceable or invalid for any reason, the Parties must consult and agree on a legally acceptable manner of giving effect to the commercial objectives contained in such unenforceable, null or invalidated provision of this Agreement. 17.4 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party. 17.5 Either Party may not without the prior written consent of the other Party assign or transfer any of the rights or obligations under this Agreement whether by means of assignment of rights, transfer of obligations or assignment of this Agreement. 17.6 The following Schedules form an integral part of this agreement: Schedule 1 – Software Products and Delivery Schedule 2 – License Terms Schedule 3 – Software Maintenance Schedule 4 – Support Terms Schedule 5 – Fees Schedule 6 – Third party software license terms Schedule 7 – Change Order Template 17.7 Each Party bears its own costs and expenses in connection with the negotiation, preparation and execution of this Agreement. 17.8 This Agreement is executed in two (2) originals in the English language. The Supplier will retain one (1) original and the Customer will retain one (1) original.