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1.       INTERPRETATION


1.1       Definitions. In this Agreement, unless the context otherwise requires, the following terms have the following meanings:
“Agreement” means this agreement and any schedule, appendix, addendum or amendment which is signed by the parties and which references this agreement;
“Business Day” means any day, other than Saturday, Sunday or any statutory holiday in the Province of British Columbia;

“Company Materials” means all production media, content, documentation, data, images, text, software, web pages, artwork, trademarks, tradenames, logos, sound, graphics, video, files and other material, however stored and/or encoded, that is supplied by the Company to Webcopyplus for the purposes of Webcopyplus performing the services to be provided by Webcopyplus hereunder;

“Confidential Information” means any business, marketing, technical, scientific or other information disclosed by a party and relating to such party’s operations, products, designs, plans, strategy, customers, business opportunities, finances, research, development, know-how, trade secrets or employees, or relating to the employees, customers or suppliers of a party, and, at the time of disclosure, is designated as confidential, is disclosed in circumstances of confidence, or would be understood by the receiving party, exercising reasonable business judgment, to be confidential, but does not include any information which is or becomes available to the public through no fault of the other party or which is disclosed to the other party by a third party who has lawfully obtained such information and owes no obligation of confidentiality with respect to such information;

“Fees” has the meaning attributed to such term in section 3.1 of this Agreement;

“Services” has the meaning attributed to such term in section 2.3 of this Agreement;

“Web Copy Proof” means a proof of text drafted by Webcopyplus to be used on the Company’s website;


1.2       Headings and Table of Contents. The inclusion in this Agreement of headings and subheadings is for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.3       Gender and Number. In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

1.4       Currency. In this Agreement, all amounts are stated and payable in Canadian currency.

1.5       Invalidity of Provisions. Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof.

1.6       Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement. There are no warranties, representations or agreements between the parties in connection with such subject matter except as specifically set forth or referred to in this Agreement.

1.7       Modification and Waiver. This Agreement may not be modified unless agreed to in writing by both the Company and Webcopyplus. No extension of any time limit granted by a party shall constitute an extension of any other time limit or any subsequent instance involving the same time limit. No consent by a party to, nor waiver of, a breach by the other, whether express or implied, shall constitute a consent to or waiver of or excuse for any other different or subsequent breach, unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. Except as otherwise provided herein, no term or provision hereof shall be deemed waived and no breach excused.

1.8       Counterparts. This Agreement may be signed in counterparts, including by facsimile, and each of such counterparts shall constitute an original document and such counterparts, when taken together, shall constitute one and the same instrument.

2.       CONSULTING SERVICES


2.1       Engagement. The Company hereby retains Webcopyplus to provide web writing assistance to the Company, all as more particularly described in this Agreement.

2.2       Acceptance. Webcopyplus hereby accepts the engagement to provide the Services to the Company on and subject to the terms of this Agreement.

2.3       Services. Webcopyplus agrees to perform the services set out in Schedule “A” attached hereto and any other services, duties or responsibilities that the Company and Webcopyplus may agree upon in writing from time to time (the “Services”).

2.4       Manner of Provision of Services. All commercially reasonable efforts will be used in connection with the provision of services hereunder.

2.5       Non-Exclusivity. The parties acknowledge and agree that Webcopyplus is not engaged by the Company on a full-time basis and that Webcopyplus is free to provide consulting or other services to clients of Webcopyplus.

2.6       Change Control.If the Company wishes at any time to request a change in the Services, or if the Company requests that Webcopyplus provide services outside the scope of the Services, the Company will, unless otherwise agreed between the Company and Webcopyplus, prepare a written change request. Webcopyplus will evaluate and respond to any change request promptly and will advise the Company in writing of any impact on the cost of and delivery schedule for any Services as a result of the proposed change. Upon confirmation from the Company, Webcopyplus will proceed with the change on the terms of which the Company was advised, and the Services shall be deemed to have been amended accordingly. Webcopyplus reserves the right to charge the Company for any time spent evaluating and responding to a change request which the Company elects not to implement. Webcopyplus will have no obligation to implement a change in the Services unless such change is first agreed upon in writing by the Company and Webcopyplus.

2.7       Delays. If the timetable for performance of any Services is delayed as a result of a delay by the Company in the performance of its responsibilities as set out herein, or as the result of any act of God, or as the result of any change in the Services to which Webcopyplus and the Company have agreed, or as the result of any factor which is beyond the reasonable control of Webcopyplus, then the timetable for the performance of the Services shall be extended for the period of time that the Services have been delayed as a result of such factor or events.

2.8       Company Responsibilities. The Company will be responsible for the following, in addition to any specific responsibilities agreed upon from time to time in writing between the Company and Webcopyplus:

(a)        respond to requests for relevant information on a timely basis;

(b)        if applicable, ensure that sufficient Company representatives are present as Webcopyplus may reasonably require in connection with the performance of the Services;

(c)        provide Webcopyplus with timely and accurate information and documentation, as reasonably required by Webcopyplus to perform the Services;

(d)       provide Webcopyplus with comments on all Web Copy Proofs on a timely basis; and

(e)        if applicable, make available to Webcopyplus personnel familiar with the Company’s requirements and with the expertise necessary to permit Webcopyplus provide the Services.


3.       PAYMENT AND EXPENSES


3.1       Payment. In consideration of Webcopyplus providing the Services, the Company will pay to Webcopyplus the fees and deposit set out in Schedule “A” attached hereto and any other fees or amounts upon which Webcopyplus and the Company may agree from time to time in writing shall be paid to Webcopyplus for the provision of the Services (the “Fees”).

3.2       Invoices. Webcopyplus will provide periodic invoices to the Company which invoices shall set out in reasonable detail the Services provided by Webcopyplus during the period covered by the particular invoice and the amount due to Webcopyplus therefore.

3.3       Interest. Any amounts not paid when due hereunder shall accrue interest at the rate of 12% per annum.

3.4       Taxes. All charges and fees provided for in this Agreement are exclusive of and do not include any taxes, duties, or similar charges imposed by any government or taxing authority. Webcopyplus agrees to pay and remit all municipal, provincial and federal taxes relating to the performance of the Services, including without limitation any relevant sales, use, income, self-employment, estimated or value added taxes.

3.5       Expenses. The Company will reimburse Webcopyplus for all pre-approved out-of-pocket expenses relating to the provision by Webcopyplus of the Services, upon Webcopyplus furnishing to the Company appropriate receipts for all such expenses.

4.       PROPERTY RIGHTS

4.1       Intellectual Property. Unless specifically agreed to in writing by the Company otherwise, Webcopyplus acknowledges and agrees that all intellectual property of every nature and kind whatever, created or arising pursuant to or in connection with the performance of the Services, shall be and remain the sole and exclusive property of the Company upon payment of the Fees by the Company to Webcopyplus. Webcopyplus agrees to assign, and hereby does assign, to the Company, all right, title and interest to any works of authorship or other intellectual property (“Inventions”) developed, made, authored or conceived by Webcopyplus pursuant to this Agreement, whether alone or with others, waives any moral rights with respect thereto, and agrees that such Inventions shall constitute Confidential Information of the Company and shall be and remain the exclusive property of the Company.

4.2       Company Materials. Webcopyplus acknowledges that all Company Materials, and all intellectual property rights of every nature and kind whatever in and to any Company Materials, are the sole property of the Company and, except as specifically agreed in writing by the Company, nothing contained herein shall constitute an assignment or transfer of any such Company Materials, or any intellectual property rights therein, to Webcopyplus. Notwithstanding the foregoing, the Company hereby grants to Webcopyplus and Webcopyplus accepts a non-exclusive, royalty-free, worldwide license to use the Company Materials as reasonably necessary or desirable in order for Webcopyplus to provide the Services.

5.       LIABILITY

5.1       No Liability. Notwithstanding anything herein contained to the contrary, in no event whatsoever will Webcopyplus, its directors, officers, employees, agents, contractors or affiliates, be liable for any claim for:

(a)        punitive, exemplary or aggravated damages;

(b)       damages for loss of profits or revenue or failure to realize expected savings;

(c)        indirect, consequential or special damages of any kind; or

(d)       contribution, indemnity or set-off in respect of any claims against the other party by any third party.

5.2       Limitation on Liability. Without limiting the generality of section 5.1, the parties agree that maximum total liability of Webcopyplus, its suppliers, directors, officers, agents, representatives, shareholders and employees, to the Company, for any claim whatsoever, under any circumstances, regardless of the cause of action and including without limitation claims for breach of contract, tort, negligence or otherwise, and the other party’s sole remedy therefore, shall be strictly limited to an award for direct, provable damages not to exceed the amount paid by the Company to Webcopyplus hereunder.

5.3       Reasonableness of Limitations. The parties agree that the limitations contained in this section 5 are reasonable in scope and that the terms and conditions of this Agreement have been negotiated taking into account such limitations.

6.       INDEMNIFICATION

6.1       Indemnity by the Company. The Company hereby agrees to defend, indemnify and hold Webcopyplus, its directors, officers, employees, agents, contractors and affiliates, harmless from any loss, damage or liability, including reasonable legal costs, that Webcopyplus may incur as a result of or in connection with any breach by the Company of the Company’s obligations under this Agreement.

7.       CONFIDENTIALITY AND PUBLICITY

7.1       Confidentiality. Except for the specific rights granted by this Agreement, neither party shall use or disclose any Confidential Information of the other party. A party receiving Confidential Information from the other shall use the same degree of care to protect the confidentiality of such Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care, including ensuring that such information is disclosed to employees and agents on a need to know basis and that all such employees and agents have agreed in writing not to disclose or use Confidential Information. Within fifteen (15) days of the request of the disclosing party, and in its sole discretion, the receiving party shall either return to the disclosing party originals and copies of any Confidential Information and all information, records and materials developed from them by the receiving party, or destroy the same. Either party may only disclose the general nature, but not the specific terms and conditions, of this Agreement without the prior consent of the other party. The disclosure obligations contained herein shall continue for a period of ten (10) years after expiration or termination of this Agreement.

8.       TERMINATION

8.1       Termination by Company. Without limiting any other rights or remedies available to the Company, at law or in equity or otherwise, the Company has the right to terminate this Agreement immediately and without notice to Webcopyplus, if:

(a)        Webcopyplus is in breach or default of any of its obligations under this Agreement and such breach or default continues unrectified for thirty (30) days following the provision of written notice of such breach or default to Webcopyplus;

(b)       Webcopyplus ceases to carry on its business.

8.2       Termination by Webcopylus. Without limiting any other rights or remedies available to Webcopyplus, at law or in equity or otherwise, the Webcopyplus has the right to terminate this Agreement immediately and without notice to the Company, if:

(a)        Webcopyplus does not receive any payment hereunder when due and such non-payment continues for four (4) Business Days following Webcopyplus’s demand for payment in writing;

(b)       the Company voluntarily enters into proceedings in bankruptcy or insolvency, makes an assignment for the benefit of its creditors, is adjudged to be bankrupt or insolvent, a petition is filed against the Company under a bankruptcy law, corporate reorganization law, or any other law for the relief of debtors or similar law and such petition is not discharged with sixty (60) days after its filing, or a receiver, trustee or similar person is appointed with respect to the Company’s assets; or

(c)        the Company ceases to carry on its business.

8.3       Termination Without Cause. Either party may terminate this Agreement at any time upon giving to the other party thirty (30) days written notice.

8.4       Effect of Expiration or Termination. Upon termination of this Agreement for any reason whatsoever:

(a)        the Company shall pay to Webcopyplus all amounts owing to Webcopyplus for any Web Copy Proof received by the Company up to and including the date of termination of this Agreement;

(b)       Webcopyplus will immediately return to the Company all property of the Company in Webcopyplus’ possession or control;

(c)        Webcopyplus shall, at the Company’s option, destroy or return to the Company all Confidential Information of the Company, without retaining copies thereof; and

(d)       all obligations under this Agreement that are intended to survive the termination of this Agreement shall survive and continue in full force and effect for the period intended.

9.       GENERAL PROVISIONS

9.1       Relationship. The relationship between the Company and Webcopyplus will at all times be one of independent contract and nothing herein shall be construed as implying an employment, partnership or joint venture relationship. Webcopyplus is not an employee of the Company and is not entitled to any benefits that the Company may provide to its employees. The parties acknowledge and agree that nothing herein contained shall be construed as empowering Webcopyplus to act as a representative or agent of the Company and Webcopyplus is specifically prohibited from holding itself out as so acting or undertaking such action.

9.2       Survival. The termination of expiration of this Agreement will not affect the survival and enforceability of any provision of this Agreement which is expressly or impliedly intended to remain in force after such termination or expiration.

9.3       Dispute Resolution. Any dispute regarding the interpretation, compliance with or breach of this Agreement will be negotiated in good faith between the parties commencing upon written notice from one party to the other containing a summary of the dispute (the “dispute notice”). All negotiations will be confidential and inadmissible in any subsequent proceeding without both parties’ written consent. If the dispute is not resolved by negotiation within twenty (20) days following the receipt of the dispute notice, the parties may pursue all other available remedies.

9.4       Notice. Any notice or other communication required or permitted to be given pursuant to this Agreement shall be in writing, shall be addressed to the relevant party at the address set out herein for such party, and shall be given by prepaid first‑class mail or by hand‑delivery as hereinafter provided. Any such notice or other communication, if mailed by prepaid first‑class mail at any time other than during a general discontinuance of postal service due to strike, lockout or otherwise, shall be deemed to have been received on the fourth Business Day after the post‑marked date thereof, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address set out herein for such party to an individual at such address having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address shall also be governed by this section. In the event of a general discontinuance of postal service due to strike, lock‑out or otherwise, notices or other communications shall be delivered by hand and shall be deemed to have been received in accordance with this section.

9.5       Time of the Essence. Time shall be of the essence in connection with this Agreement.

9.6       Further Assurances. Each of the parties to this Agreement agrees that it will promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party hereto may reasonably require from time to time for the purpose of giving effect to the provisions of this Agreement and will use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement.

9.7       No Limit on Additional Remedies. Nothing contained in this Agreement shall limit any other remedies which any party may have as a result of the default of the other party under this Agreement, and the parties agree that remedies for breach of this Agreement may be in equity by way of injunctive relief or specific performance, as well as for damages and any other relief available, whether in equity or in law.

9.8       Governing Law. This Agreement shall be governed by the laws of the Province of British Columbia and the laws of Canada applicable therein. Each party hereby submits to the exclusive jurisdiction of the Province of British Columbia in connection with this Agreement.

9.9       Enurement. This Agreement shall enure to the benefit of, and be binding upon, the parties hereto and their respective successors, affiliates and assigns.

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