Master Terms Agreement

This Master Terms Agreement (“Agreement”) is established between 1821950 Alberta Ltd o/a ORIGINGRC (“ORIGIN”), located at 420 Stonegate Road, Airdrie AB T4B 2Z9, and the entity or individual utilizing ORIGIN’s services (“Client”). These Master Terms, together with any executed Statements of Work (SOWs), collectively form the Agreement between ORIGIN and the Client.

1.Scope of Services. ORIGIN agrees to provide Client with professional information technology services, technical and/or digital advisory services as set forth in one or more applicable statements of work or work order (each, a “SOW”) provided by ORIGIN to Client from time-to-time (collectively, the “Services”). To be effective, each SOW shall reference these Master Terms and, when Client’s signed version is received by ORIGIN, shall automatically be deemed a part of, and governed by the terms of, these Master Terms.  Each SOW is enforceable according to the terms and conditions contained therein, and in the event of a direct conflict between the language of these Master Terms and any SOW, the language of the SOW shall control, but only with respect to that particular SOW.   ORIGIN shall perform all Services in accordance with those service levels explicitly described in these Master Terms or any relevant SOW.

2. Term. The term (the “Term”) of these Master Terms shall commence simultaneously with the “Start Date” of the SOW that references and incorporates these Master Terms and shall continue until terminated in accordance with the provisions of Section 8 of these Master Terms. The term of each SOW shall be as indicated in the SOW.

3. Fees. Client agrees to pay ORIGIN the fees as indicated in each SOW, or as hourly work defined below, collectively referred to as the (“Fees”).

4. Fees; Hourly and Project Work. If ORIGIN is requested, and agrees in a SOW, Project Charter, or via Client Authorized Contact approval, to perform work on an hourly or fixed fee project basis, then ORIGIN shall bill for such services as additional work. Work performed on an hourly basis (“Hourly Work”) will be completed at ORIGIN’s rates indicated below, or as otherwise indicated in the applicable SOW.   All hourly work shall be billed in fifteen (15) minute intervals, and partial intervals shall be rounded up to the nearest fifteen (15) minute interval.  Unless otherwise specified in writing, a fifteen (15) minute minimum shall apply to all Hourly Work performed offsite, plus travel time, both ways, at the same rate.  Fees in respect of travel beyond sixty (60) minutes to and from the Client’s service location are set out in the table below.  Any required flights, hotels, rentals, per-diem, meals, or other travel related expenses are to be billed to the Client at cost.

Rates for Hourly Work

5. Payment. Client will pay ORIGIN in accordance with the payment terms set forth in the SOW. Invoices will be submitted by ORIGIN to Client on a monthly basis and will be due and payable within thirty (30) days of receipt. Late payments will be subject to interest at the rate of 1.5% per month. ORIGIN reserves the right, but not the obligation, to suspend part or all of the Services in the event that any portion of undisputed Fees are not timely received by ORIGIN within fifteen (15) days following the date on which such Fees are due. All disputes initiated by Client related to Fees must be received by ORIGIN within thirty (30) days after the applicable Service is rendered or the date on which Client receives an invoice, whichever is later, otherwise Client waives its right to dispute the applicable Fee thereafter. Client shall be liable for all legal fees on a full indemnity basis as well as costs incurred in collection of past due balances including but not limited to collection fees, filing fees and court costs. TIME IS OF THE ESSENCE IN THE PERFORMANCE OF ALL PAYMENT OBLIGATIONS BY CLIENT.

6. Authorized Contact Person. Client shall designate one or more authorized contact person(s) (each, an “Authorized Contact”) with whom ORIGIN may conduct Service and Account-related communications. Each Authorized Contact shall be a point of contact for ORIGIN, and shall be authorized to provide, modify and approve on Client’s behalf, work direction, SOWs and payment.  Client understands and agrees that ORIGIN shall be permitted to act upon the direction and apparent authority of each Authorized Contact, unless and until ORIGIN receives written notice from Client (as described below) that an Authorized Contact is no longer authorized to act on Client’s behalf.  If during the Term of an applicable SOW, Client wishes to add or remove an Authorized Contact or modify an Authorized Contact’s information or authority, Client must notify ORIGIN in writing of the change(s) including (in the event of the addition of an Authorized Contact) the Authorized Contact’s name, address, email address and telephone number.

7. Warranties and Limitations of Liability.

a. ORIGIN shall perform all services as an independent contractor and not as an employee or agent of Client. ORIGIN shall be solely responsible for all taxes, insurance, and other obligations related to the provision of consulting services under this agreement.

b. ORIGIN represents and warrants that it has the necessary expertise and experience to perform the Services in a professional and competent manner, and that it will comply with all applicable laws, regulations, and professional standards.

c. Unless otherwise expressly stated above or in a SOW, any third party products or services provided to or procured for Client, including but not limited to third party hardware, software, peripherals and accessories (collectively, “Third Party Products”) shall be provided to Client “as is” and ORIGIN expressly disclaims all warranties of every and any kind, express or implied, with respect to such third party products or services, including but not limited to warranties of performance, security, integration, non-infringement, merchantability or fitness for any particular purpose. ORIGIN shall use reasonable efforts to assign, transfer and facilitate all warranties (if any) and service level commitments (if any) for the Third Party Products to Client, but will have no liability whatsoever for such Third Party Products.  Unless otherwise expressly stated in a SOW, all Third Party Products are provided WITHOUT ANY WARRANTY WHATSOEVER as between ORIGIN and Client, and ORIGIN shall not be held liable as an insurer or guarantor of the performance, uptime, usefulness or quality of Third Party Products.

d. Unless otherwise expressly stated in a SOW, ORIGIN assumes no liability for failure of equipment or software or any losses resulting from such failure.

e. Unless otherwise expressly provided in a SOW, Client agrees to indemnify and hold ORIGIN, its consultants, advisors, contractors, and their respective officers, directors, employees, and agents harmless from any claims, liabilities, damages, losses, or expenses (including reasonable attorney fees) arising out of or in connection with the selection or performance of any service provider recommended by ORIGIN, including but not limited to any failure of the service provider to fulfill obligations, meet service level agreements, or provide satisfactory services as agreed upon by the Client and the service provider.

f. ORIGIN does not warrant or guarantee that the provision of the Services, or Client’s use of the Services, will satisfy any particular industry-specific or regulatory requirements, or bring Client into compliance with any such requirements.

g. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR LOST REVENUE, LOSS OF PROFITS, SAVINGS, OR OTHER INDIRECT OR CONTINGENT EVENT-BASED ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH ANY SOW(S) OR ANY SERVICES PERFORMED OR PARTS OR EQUIPMENT OR SOFTWARE SUPPLIED OR PROCURED HEREUNDER, ANY LOSS OR INTERRUPTION OF DATA, TECHNOLOGY OR SERVICES, OR FOR ANY BREACH HEREOF OR FOR ANY DAMAGES CAUSED BY ANY DELAY IN FURNISHING SERVICES EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR INDEMNIFICATION OBLIGATIONS RELATING TO INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION OR DAMAGES ARISING FROM THE OTHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER FOR DAMAGES FROM ANY AND ALL CAUSES WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR NEGLIGENCE, SHALL BE LIMITED TO THE AMOUNT OF THE AGGRIEVED PARTY’S ACTUAL DIRECT DAMAGES NOT TO EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO ORIGIN FOR THE SERVICES DURING THE ONE (1) MONTH IMMEDIATELY PRIOR TO THE DATE ON WHICH THE CAUSE OF ACTION ACCRUED.  THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT THAT THE APPLICABLE DAMAGES ARE THE RESULT OF A PARTY’S WILLFUL MISCONDUCT.  IT IS UNDERSTOOD AND AGREED THAT THE COSTS OF HARDWARE OR SOFTWARE (IF ANY) PROVIDED TO CLIENT SHALL NOT BE INCLUDED IN THE CALCULATION OF THE LIMITATION OF DAMAGES DESCRIBED IN THIS PARAGRAPH.

8. Termination

a. Expiration of these Master Terms. These Master Terms shall automatically expire upon the termination of the last SOW in which they are referenced.

b. The parties may mutually consent, in writing, to terminate these Master Terms or any SOW at any time.

c. Termination for Default. In the event that one party (a “Defaulting Party”) commits a material breach of these Master Terms or a SOW, the non-Defaulting Party shall have the right, but not the obligation, to terminate immediately the relevant SOW provided that (i) the non-Defaulting Party has notified the Defaulting Party of the specific details of the breach in writing, and (ii) the Defaulting Party has not cured the default within twenty (20) days (ten (10) days for nonpayment by Client) following receipt of written notice from the non-Defaulting Party.

d. Termination for Non-Payment. ORIGIN will have the option, but not the obligation, to terminate these Master Terms or any SOW, or suspend performance of the Services if Client fails to pay when due, undisputed amounts owing to ORIGIN under any SOW, Project Charter, or other agreement, and Client fails to cure such failure within ten (10) days after receipt of written notice from ORIGIN.

e. Termination Without Cause. Client may terminate these Master Terms and the relevant SOWs without cause provided that (a) Client provides ORIGIN with no less than sixty (60) days prior written notice of termination, and (b) prior to the effective date of termination, Client pays to ORIGIN (as liquidated damages and not as a penalty) all remaining amounts specified in all relevant SOWs as an early termination fee (collectively, the “Early Termination Fee”). Notwithstanding any notice of termination by Client, these SOWs shall continue until such time that the Early Termination Fee is received by ORIGIN.

f. Replacement of an SOW. Client may replace a current SOW with a new SOW for the purpose of upgrading or increasing services with ORIGIN’s written approval.

9. Ownership and Intellectual Property. All work product and intellectual property created by ORIGIN in connection with the Services will be owned by Client. ORIGIN hereby assigns to Client all right, title, and interest in and to such work product and intellectual property. ORIGIN will not use any third-party intellectual property in connection with the Services without first obtaining Client’s written consent.

10. Confidentiality. ORIGIN agrees to maintain the confidentiality of all Client information and will not disclose such information to any third party without Client’s prior written consent. This obligation will survive the termination of this Agreement.

11. Miscellaneous.

a. Governing Law; Venue. This Agreement and any SOW shall be governed by, and construed according to, the laws of the Province of Alberta. Client hereby irrevocably consents to the exclusive jurisdiction and venue of the courts in Calgary, Alberta, for any and all claims and causes of action arising from or related to these Master Terms or any SOW. THE PARTIES AGREE THAT THEY WAIVE ANY RIGHT TO A TRIAL BY JURY FOR ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING FROM OR RELATED TO THESE MASTER TERMS OR ANY SOW.

b. ORIGIN may subcontract part or all of the Services to one or more third parties provided, however that ORIGIN shall be responsible for, and shall guarantee, all work performed by any ORIGIN -designated subcontractor as if ORIGIN performed such work itself.  Notwithstanding the foregoing, ORIGIN shall not delegate or subcontract any Services that are expressly designated as being non-delegable by Client on a SOW. Contractors that engage and invoice the Client directly for services and which may be referred by ORIGIN shall not be deemed subcontractors and this section shall not apply to such contractors. ORIGIN shall not be liable for such contractors referred to Client as described in the preceding sentence.

12. Entire Agreement. This Agreement, including any SOWs executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties.

IN WITNESS WHEREOF, This Master Terms Agreement governs the relationship between ORIGIN and the Client and is effective upon the execution of a SOW referencing these terms. The individual signing the SOW represents to ORIGIN that he or she is authorized to sign on behalf of Client. Client agrees that these Master Terms shall govern all agreements between the Client and ORIGIN.