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Innovate Your Personal Life

Home/Innovate Your Personal Life

In the “Innovate Your Personal Life” series I will share with you valuable knowledge, innovative and practical ideas that will help you understand how Life Force Energy can ignite your better life!

3 06, 2018

Self Analysis: Learn how to discover the Good and the Bad about you?
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Self Analysis: Learn how to discover the Good and the Bad about you?
Innovate Your Personal Life

Self Analysis: Learn how to discover the Good and the Bad about you?

By Johanne Dodon|2018-06-03T13:20:21-04:00June 3rd, 2018|Categories: Innovate Your Personal Life|Tags: Personal Growth, Self Analysis|2 Comments

Hi, I’m Johanne Dodon welcome to part 1 of “Innovate Your Personal Life” series. I want to begin this series with my interpretation of one of the most life changing [...]

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To prepare for our exciting call, tell me a bit about yourself.
Name*
First
Email*
Phone
Are you married?*
Do you have children? If yes, how old are they?*
Do you have any dependents? If yes, how old are they?*
What is your profession?*
A little about your life based on the pillars of well-being:
On a scale of 0 to 10, where 0 is very poor and 10 is fantastic. How do you score your well-being at this time?
Physical:*
Please enter a number from 0 to 10.
Mental/Emotional:*
Please enter a number from 0 to 10.
Financial:*
Please enter a number from 0 to 10.
Social/Relationships:*
Please enter a number from 0 to 10.
Spiritual:*
Please enter a number from 0 to 10.
Career/Business:*
Please enter a number from 0 to 10.
Life Experience:*
Please enter a number from 0 to 10.
Legacy:*
Please enter a number from 0 to 10.
A little about your beliefs: On a scale of 0 to 10 where 0 is do not believe and 10 is believe totally. How would you score your beliefs?
I believe in a higher power:*
Please enter a number from 0 to 10.
I believe that energy is in everything and everything is connected:*
Please enter a number from 0 to 10.
I believe that all humans have their own set of innate gifts:*
Please enter a number from 0 to 10.
It is possible for me to live a life filled with joy and happiness:*
Please enter a number from 0 to 10.
On a scale of 1 to 10 where 1 is very low and 10 is very high. What score would you give your AQ (Adaptability Quotient) at this time?*
Please enter a number from 0 to 10.
Is there anything else you would like me to know?
How did you hear about me?*

The IGS Solution™ 90-day Power Positioning Program*
Price: $ 5,000.00 CAD
First Name*
Last Name*
Address*
Street Address City State / Province / Region Country
Email*
Phone*
Age*
Profession
Preferred Language*
- English
- French
Where did you hear about us?*
Marital Status*
- Single
- Married
- Divorced
- Separated
Best time to reach you*
: HH
MM
Number of Dependents*
Number of Children*
Number of Pets*
Consent*
This agreement is dated the date you agree and submit this form and is between you (hereinafter the "Client"); and

Johanne Dodon a Subsidiary of JD Consulting Inc., an Ontario corporation, having an address at:
1568 Merivale Road, Suite 747
Ottawa, Ontario, Canada
K2G 5Y7

(hereinafter the "Service Provider"),

(each of them a "Party", and collectively, the "Parties").

The Client wishes to retain the Service Provider for the provision of certain professional services as set out below, and the Service Provider wishes to supply such services.

The Parties, therefore, agree as follows:

1. Term
This Agreement commences on the date first written above and ends after 90 days (the "Term").

2. Performance
a) The Service Provider shall perform and complete services as described below (the "Services") in accordance with this Agreement and in a professional, careful, diligent and efficient fashion to the complete satisfaction of the Client.

"Services" refers to the following specific services that the Service Provider will provide to the Client under the terms and conditions of this Agreement:

IGS Solution™ 90-day Power Positioning Program
Includes:
- Awaken: Assessment of your IGS (Inner Guidance System).
- Program: VIP day to program 8 elements of your IGS
- Integrate: Your IGS into all areas of your life
- Midway review
- Weekly Support Calls
- Daily Life Force Energy Enhancements
- Monthly Follow up calls (30-minute calls) for 3 months.

b) The Service Provider will complete and perform the Services at the following location:
Life Force Energy Enhancements are delivered remotely during sleep or during scheduled telephone or video calls.
The Assessment will be conducted by scheduled telephone of video calling.
Follow up calls will be conducted by scheduled telephone of video calling.

(hereinafter the "Location")

c) The Service Provider states that:

I) the Service Provider is competent and fully qualified to perform and complete the Services;
II) it has the full right and power to enter into this Agreement and there is no agreement under which it is bound which would in any way interfere with the Client's rights under this Agreement; and
III) the Service Provider shall keep the Client informed about the progress of the Services provided at reasonable internals or as may be specifically requested by the Client.

3. Client obligations
During the provision of the Services, the Client shall:

a) cooperate with the Service Provider for anything the Service Provider may reasonably require;
b) provide any information needed by the Service Provider relevant to the provision of Services or payment for the provision of Services;
c) require any staff or agents of the Client to co-operate with and assist the Service Provider as the Service Provider may need.

4. Payment
a) The Client will pay the following fees to the Service Provider for the rendering of the Services:
5,000$ (Five thousand Canadian dollars), as a fixed fee for all Services rendered.
b) The Client agrees to pay the Service Provider the fees mentioned above for the provision of the Services, subject to the following terms and conditions:
I) The Service Provider will invoice the Client according to the following: The services will be paid in advance.
II)The Client will have the following time period to pay the Service Provider's invoice: Upon placing the order.
III) The Service Provider will accept the following forms of payment:
Paypal, Major credit cards, Bank Transfer
IV) The Service Provider is responsible for the management and payment of any and all expenses incurred in the rendering of the Services and may not charge is any such expenses back to the Client.
V) If the Client does not pay the invoiced and required amount by the date stated in the invoice or as otherwise provided for in this Agreement, the Service Provider may do any or all of the following:
A) charge interest on the outstanding amount at the rate of 20%, yearly (twenty percent, yearly);
B) require the Client to pay for the Services, or any remaining part of the Services, in advance;
C) cease performance of the Services completely or until payment is made, at the Service Provider's sole and exclusive discretion.

VI) Any charges payable under this Agreement are exclusive of taxes, surcharges, or other amounts assessed by provincial or federal governments. Taxes imposed upon or required to be paid by the Client or the Service Provider will be the respective and exclusive responsibility of each party.

5. Changes to Services
a) The Client reserves the right to make changes to the scope Services at any time during the
performance of the Services, by written notice to the Service Provider.
b) The Service Provider may make a claim for adjustment within thirty (5) days of notification of
the changes from the Client.

6. Workers; Replacement of workers
The Service Provider may use any employees that the Service Provider deems fit and capable in the provision of the Services to the Client.
a) The Service Provider states that any worker is fully capable and fully competent to perform
the Services.
b) The Service Provider further states that the Service Provider is responsible and liable for the Services of all the workers to the same extent that the Service Provider is responsible and liable for its own employees and their Services. The Service Provider shall inform the workers of their obligations under this Agreement and shall ensure their compliance with its applicable terms.
c) The Service Provider acknowledges that the Client has the right in its sole discretion to require the Service Provider to replace any worker that the Client deems to be unsuitable for any reason with another person of equal or better skill upon written notice to do so, and such request shall not be construed as interference with the Service Supplier's performance of the Services. Upon notice, any worker deemed unsuitable by the Client is not allowed to return to the Services site without the prior written permission of the Client.

7. Subcontracting
The Service Provider may only subcontract its obligations under this Agreement with the prior written consent of the Client provided that (i) the third party to whom the obligations are subcontracted (the "Third Party Service Provider) agrees in writing to conduct such activities in accordance with, and subject to, the terms and conditions of this Agreement; and (ii) the Service Provider shall ensure each third party service provider to perform these obligations in accordance with, and subject to, the terms and conditions of this Agreement. The Service Provider hereby further agrees that Service Provider be solely responsible and liable for the obligations performed by each third party service provider as if such obligations were conducted by the Service Provider. The Service Provider will be permitted to subcontract the Agreement or
the performance of the Services in whole or in part in the provision of Services to the Client.

8. Warranty
The Service Provider represents and warrants that it will perform the Services using reasonable care and skill for a Service Provider in their field and that any end products or materials given by the Service Provider to the Client under the terms and conditions of this Agreement will not infringe on or violate the intellectual property rights or any other right of any third party.

9. Compliance with laws
The Service Provider shall at its sole expense at all relevant times during performance of the Services comply and adhere to all statutes, rules, orders, ordinances and regulations of all governmental authorities.

10. Permits and licences
The Service Provider shall procure, at its own expense, all permits and licences that may be required for performance of the Services and shall pay all customs, duties and all excise, licence, occupation and other taxes that may be or become payable to any authority by reason of the performance of the Services, unless otherwise specifically agreed in writing.

11. Limitation of liability
Except in cases of death or personal injury caused by either party's negligence, either party's liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement will be limited to fees paid by the Client to the Service Provider.

12. Confidentiality
a) Each Party acknowledges that in the course of providing the Services under this Agreement, the Recipient may have access to, obtain or be provided with information of confidential and/proprietary nature for the other Party, whether a Trade Secret or not, disclosed in oral, written or electronic form or otherwise learned by the Recipient under this Agreement, and copies that the Recipient party is authorized to make hereunder (the "Confidential Information").

b) "Recipient" refers to the Party that is receiving the Confidential Information and "Discloser" refers to the Party that is disclosing the Confidential Information.

c) "Trade Secret" means a technique or process, a tool, mechanism or compound, a formula, pattern, device or a compilation of information that is used in one's business, only known to its owner and the employees that assisted in making it, which gives the business a competitive advantage.

d) As a Recipient, a Party may use the Confidential Information solely for the purpose of the provision of the Services to the Client, and shall not disclose or reveal the Confidential Information orally, in writing, electronically or in any other form to any third party during the Term of this Agreement or at any time after the expiry or termination of this Agreement.

e) The obligations under the present section of this Agreement will not apply to any Confidential Information that:
(I) the Recipient knew before learning it under this Agreement;
(II) is now, or becomes in the future, publicly available except by an act or omission of the Recipient;
(III) a third party rightfully discloses to the Recipient without any confidentiality obligations; or
(IV) the Recipient independently develops, without use of or reference to Confidential Information.

f) For Confidential Information that is not a Trade Secret, each Party's obligations under this Agreement, as a Recipient, will expire two (2) years after expiry of the Term (as defined below) of this Agreement.

g) For Confidential Information that is a Trade Secret, each Party's obligations under this Agreement, as a Recipient, will be perpetual.

13. Intellectual Property
a) In accordance with the terms and conditions of this Agreement, the Service Provider may create certain intellectual property ("Created IP"), including, but not limited to, plans, drawing, specifications, reports, advice, analyses, designs, methodologies, code, artwork, or any other intellectual property as required to render the provision of Services to the Client. Unless the Parties otherwise agree, any such Created IP generated by the Service Provider in connection with the provision of Services to the Client will belong to the Client.

b) Any intellectual property provided by the Client to the Service Provider to assist in the provision of Services, which was not created by Service Provider pursuant to this Agreement, will belong to the Client. Any ancillary intellectual property belonging to the Service Provider, provided or shown to the Client in any way, which was not created by the Service Provider pursuant to this Agreement, will continue to belong to the Service Provider.

14) Termination
a) This Agreement may be terminated by either party, upon notice in writing:
I) if the other party commits a material breach of any term of this Agreement that is not capable of being remedied within fourteen (14) days or that should have been remedied within fourteen (14) days after a written request and was not;
II) if the other party becomes unable to perform its duties hereunder, including a duty to
pay or a duty to perform;
III) if the other party or its employees or agents engage in any conduct prejudicial to the business of the other, or in the event that either party considers that a conflict or potential conflict of interest has arisen between the parties.

b) This Agreement may be terminated by the Service Provider if the Client fails to pay any requisite Fees within seven (7) days after the date they are due. The Service Provider may terminate the Agreement immediately, with no notice period, in writing.

c) If this Agreement is terminated before the expiration of its natural term, Client hereby agrees to pay for all Services rendered up to the date of termination, and for any and all expenditure due for payment after the date of termination for commitments reasonably made and incurred by Service Provider related to the rendering of Services prior to the date of termination.

d) Any termination of under this subpart shall not affect the accrued rights or liabilities of either Party under this Agreement or at law and shall be without prejudice to any rights or remedies either Party may be entitled to. Any provision or subpart of this Agreement which is meant to continue after termination or come into force at or after termination shall not be affected by this subpart.

15. Force majeure
a) Neither Party to this Agreement is responsible for any delay or failure to perform its obligations under this Agreement where such delay or failure is due to fire, explosion, flood, war, embargo, governmental action, act or order of a public authority, strike, public health emergency or communicable disease outbreak or to any other cause beyond its control.

b) If a force majeure event lasts longer than thirty (30) days, the Client may terminate this Agreement, in whole or in part, without further liability, expense or cost of any kind by providing a written notice to the Service Provider.

16. Delay
In the event of any delay by the Service Provider in the commencement, execution or completion of the Services, not caused by the Client or by a force majeure event, no claim for additional payment or any extension of time is made unless the Client in its sole discretion authorizes otherwise.

17. Waiver
Regardless of past conduct or practice with the Service Provider or any other contractor, the Client may at any time insist upon strict compliance with the terms and conditions of this Agreement.

18. Assignment
Neither Party may assign this Agreement without the prior written consent of the other Party.

19. Modification
This Agreement may only be amended by agreement in writing signed by the parties.

20. Severability
The Parties acknowledge that if a dispute between the Parties arises out of this Agreement or the subject matter of this Agreement, they would want the court to interpret the Agreement as follows:

a) with respect to any provision that it holds unenforceable, by modifying that provision to the minimum extent necessary to make it enforceable, or if that modification is not permitted by law, by disregarding that provision;

b) if an unenforceable provision is modified or disregarded in accordance with the present section, by holding that the rest of the Agreement will remain in effect as written;

c) by holding that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable;

d) if modifying or disregarding the unenforceable provision would result in a failure of an essential purpose of this Agreement, by holding the entire Agreement unenforceable.

21. Counterparts
If the Parties sign this Agreement in several counterparts, each will be deemed an original but all counterparts together will constitute one instrument. Delivery by facsimile or by electronic transmission in portable document format (PDF) of an executed counterpart of this Agreement is as effective as delivery of an originally executed counterpart of this Agreement.

22. Governing Law; Jurisdiction
a) This Agreement will be governed exclusively in accordance with the laws of the province of Ontario, and the laws of Canada in effect in the province of Ontario.

b) The parties attorn to the exclusive jurisdiction of the courts of the province of Ontario and all courts competent to hear appeals therefrom

23. Entire Agreement
This Agreement constitutes the entire understanding between the Parties with respect to the subject matter of this Agreement and supersedes all other agreements, whether written or oral, between the Parties.

The Parties are accepting this Agreement on the date stated in the introductory clause.

I understand and agree to the above Services Agreement.*

Name*
First
Email*
Phone*
Are you married?*
- Yes
- No
Do you have children?*
How old are they?*
Do you any dependents?*
How many dependents do you have?*
What is your profession?*
What are some things you really like to do?*
A little about your life based on 5 pillars of wellbeing: On a scale of 0 to 10 where 0 is very poor and 10 is fantastic how would you score your wellbeing? *
Physical:*
Mental / Emotional:*
Financial:*
Relationship:*
Spritiual:*
A little about your beliefs: On a scale of 0 to 10 where 0 is do not believe and 10 is believe totally. How would you score your beliefs? *
I believe in a higher power:*
I believe that energy is in everything and everything is connected*
I believe that all humans have their own set of innate gifts:*
I believe that all humans have their own set of innate gifts:*
It is possible for me to live a life filled with joy and happiness:*
Is there anything else you would like me to know?
On a scale of 1 to 10 where 1 is very little and 10 extremely committed. How committed are you to find a breakthrough to improve your life?
How did you hear about me?*
To prepare for our exciting call, tell me a bit about your business.
Company Name
Email if different from your personal email
Phone if different from your personal phone
Website
What industry does your business fall under?*
What problems does your business solve?*
What is your position in the business?*
What is your profession / specialty?*
How long have you been in business?*
How does your business generate income?*
Is your cash flow positive each month?*
How many people you manage / make decisions related to your business?
How many employees do you have?*
Is the burning desire to start your business still burning in you?*
- Yes
- No
Is the reason WHY you are building your business still alive and well?
- Yes
- No
A little about your beliefs: On a scale of 0 to 10 where 0 is do not believe and 10 is believe totally. How would you score your beliefs?
I believe in a higher power:*
I believe that energy is in everything and everything is connected:*
I believe that all humans have their own set of innate gifts:*
I believe it is possible to have a very successful business that serves the needs of others while serving my own needs:*
Is there anything else you would like me to know?
On a scale of 1 to 10 where 1 is very little and 10 extremely committed. How committed are you to find a breakthrough to increase the success and profitability of your business?
How did you hear about me?*

Name*
First
Email*
Phone*
Are you married?*
- Yes
- No
Do you have children?*
How old are they?
Do you have any dependents?*
How many dependents do you have?*
What is your profession?*
What are some things you really like to do?*
A little about your life based on 5 pillars of wellbeing: On a scale of 0 to 10 where 0 is very poor and 10 is fantastic how would you score your wellbeing? *
Physical:*
Mental / Emotional:*
Financial:*
Relationship:*
Spritiual:*
A little about your beliefs: On a scale of 0 to 10 where 0 is do not believe and 10 is believe totally. How would you score your beliefs? *
I believe in a higher power:*
I believe that energy is in everything and everything is connected*
I believe that all humans have their own set of innate gifts:*
I believe that all humans have their own set of innate gifts:*
It is possible for me to live a life filled with joy and happiness:*
Is there anything else you would like me to know?
On a scale of 1 to 10 where 1 is very little and 10 extremely committed. How committed are you to find a breakthrough to improve your life?
How did you hear about me?*

Name*
First
Company Name
Email*
Phone
Website*
What industry does your business fall under?*
What problems does your business solve?*
What is your position in the business?*
What is your profession / specialty?*
How long have you been in business?*
How does your business generate income?*
Is your cash flow positive each month?*
- Yes
- No
How many people manage / make decisions related to your business?*
How many employees do you have?*
Is the burning desire to start your business still burning in you?*
- Yes
- No
Is the reason WHY you are building your business still alive and well?*
- Yes
- No
A little about your beliefs: On a scale of 0 to 10 where 0 is do not believe and 10 is believe totally. How would you score your beliefs?
I believe in a higher power:*
I believe that energy is in everything and everything is connected:*
I believe that all humans have their own set of innate gifts:*
I believe it is possible to have a very successful business that serves the needs of others while serving my own needs:*
Is there anything else you would like me to know?
On a scale of 1 to 10 where 1 is very little and 10 extremely committed. How committed are you to find a breakthrough to increase the success and profitability of your business?*
How did you hear about me?*

Personal Innovation Program*
Price: $ 2,500.00 CAD
First Name*
Last Name*
Address*
Street Address City State / Province / Region Country
Email*
Phone*
Age*
Profession
Preferred Language*
- English
- French
Where did you hear about us?*
Marital Status*
- Single
- Married
- Divorced
- Separated
Best time to reach you*
: HH
MM
Number of Dependents*
Number of Children*
Number of Pets*
Consent*
This agreement is dated the date you agree and submit this form and is between you (hereinafter the "Client"); and

Johanne Dodon a Subsidiary of JD Consulting Inc., an Ontario corporation, having an address at:
1568 Merivale Road, Suite 747
Ottawa, Ontario, Canada
K2G 5Y7

(hereinafter the "Service Provider"),

(each of them a "Party", and collectively, the "Parties").

The Client wishes to retain the Service Provider for the provision of certain professional services
as set out below, and the Service Provider wishes to supply such services.

The Parties, therefore, agree as follows:

1. Term
This Agreement commences on the date first written above and ends after 4 weeks (the
"Term").

2. Performance
a) The Service Provider shall perform and complete services as described below (the "Services") in accordance with this Agreement and in a professional, careful, diligent and efficient fashion to the complete satisfaction of the Client.

"Services" refers to the following specific services that the Service Provider will provide to the Client under the terms and conditions of this Agreement:

Personal Innovation Program
Includes:
- General assessment (For informational purposes).
- Weekly Innovative concepts for 4 weeks.
- 8 Life Force Energy Enhancements delivered during weekly calls.
- 6 Remote Life Force Energy Enhancements delivered during sleep.
- Guidance to prepare a Personal Life Plan.
- Follow up calls (30-minute calls) one every month for 3 months.

b) The Service Provider will complete and perform the Services at the following location:
Life Force Energy Enhancements are delivered remotely during sleep or during scheduled telephone or video calls.
The Assessment will be conducted by scheduled telephone of video calling.
Follow up calls will be conducted by scheduled telephone of video calling.

(hereinafter the "Location")

c) The Service Provider states that:

I) the Service Provider is competent and fully qualified to perform and complete the Services;
II) it has the full right and power to enter into this Agreement and there is no agreement under which it is bound which would in any way interfere with the Client's rights under this Agreement;
III) all persons employed or retained by the Service Provider (such persons, Service Providers, employees, subcontractors and agents, being the "workers") and assigned to perform and complete the Services have the requisite qualifications, knowledge, skill and ability to perform the Services;
IV) all workers assigned by the Service Provider to perform and complete the Services shall do so with professional skill and competence; and
V) the Service Provider shall keep the Client informed about the progress of the Services provided at reasonable internals or as may be specifically requested by the Client.

3. Client obligations
During the provision of the Services, the Client shall:

a) cooperate with the Service Provider for anything the Service Provider may reasonably require;
b) provide any information needed by the Service Provider relevant to the provision of Services or payment for the provision of Services;
c) require any staff or agents of the Client to co-operate with and assist the Service Provider as the Service Provider may need.

4. Payment
a) The Client will pay the following fees to the Service Provider for the rendering of the Services:
2,500$ (two thousand five hundred Canadian dollars), as a fixed fee for all Services rendered.
b) The Client agrees to pay the Service Provider the fees mentioned above for the provision of
the Services, subject to the following terms and conditions:
I) The Service Provider will invoice the Client according to the following: The services will be paid in advance.
II)The Client will have the following time period to pay the Service Provider's invoice: Upon placing the order.
III) The Service Provider will accept the following forms of payment:
Paypal, Major credit cards, Bank Transfer
IV) The Service Provider is responsible for the management and payment of any and all expenses incurred in the rendering of the Services and may not charge is any such expenses back to the Client.
V) If the Client does not pay the invoiced and required amount by the date stated in the invoice or as otherwise provided for in this Agreement, the Service Provider may do any or all of the following:
A) charge interest on the outstanding amount at the rate of 20%, yearly (twenty percent, yearly);
B) require the Client to pay for the Services, or any remaining part of the Services, in advance;
C) cease performance of the Services completely or until payment is made, at the Service Provider's sole and exclusive discretion.

VI) Any charges payable under this Agreement are exclusive of taxes, surcharges, or other amounts assessed by provincial or federal governments. Taxes imposed upon or required to be paid by the Client or the Service Provider will be the respective and exclusive responsibility of each party.

5. Changes to Services
a) The Client reserves the right to make changes to the scope Services at any time during the
performance of the Services, by written notice to the Service Provider.
b) The Service Provider may make a claim for adjustment within thirty (5) days of notification of
the changes from the Client.

6. Workers; Replacement of workers
The Service Provider may use any employees that the Service Provider deems fit and capable in the provision of the Services to the Client.
a) The Service Provider states that any worker is fully capable and fully competent to perform
the Services.
b) The Service Provider further states that the Service Provider is responsible and liable for the Services of all the workers to the same extent that the Service Provider is responsible and liable for its own employees and their Services. The Service Provider shall inform the workers of their obligations under this Agreement and shall ensure their compliance with its applicable terms.
c) The Service Provider acknowledges that the Client has the right in its sole discretion to require the Service Provider to replace any worker that the Client deems to be unsuitable for any reason with another person of equal or better skill upon written notice to do so, and such request shall not be construed as interference with the Service Supplier's performance of the Services. Upon notice, any worker deemed unsuitable by the Client is not allowed to return to the Services site without the prior written permission of the Client.

7. Subcontracting
The Service Provider may only subcontract its obligations under this Agreement with the prior written consent of the Client provided that (i) the third party to whom the obligations are subcontracted (the "Third Party Service Provider) agrees in writing to conduct such activities in accordance with, and subject to, the terms and conditions of this Agreement; and (ii) the Service Provider shall ensure each third party service provider to perform these obligations in accordance with, and subject to, the terms and conditions of this Agreement. The Service Provider hereby further agrees that Service Provider be solely responsible and liable for the obligations performed by each third party service provider as if such obligations were conducted by the Service Provider. The Service Provider will be permitted to subcontract the Agreement or
the performance of the Services in whole or in part in the provision of Services to the Client.

8. Warranty
The Service Provider represents and warrants that it will perform the Services using reasonable care and skill for a Service Provider in their field and that any end products or materials given by the Service Provider to the Client under the terms and conditions of this Agreement will not infringe on or violate the intellectual property rights or any other right of any third party.

9. Compliance with laws
The Service Provider shall at its sole expense at all relevant times during performance of the Services comply and adhere to all statutes, rules, orders, ordinances and regulations of all governmental authorities.

10. Permits and licences
The Service Provider shall procure, at its own expense, all permits and licences that may be required for performance of the Services and shall pay all customs, duties and all excise, licence, occupation and other taxes that may be or become payable to any authority by reason of the performance of the Services, unless otherwise specifically agreed in writing.

11. Limitation of liability
Except in cases of death or personal injury caused by either party's negligence, either party's liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement will be limited to fees paid by the Client to the Service Provider.

12. Confidentiality
a) Each Party acknowledges that in the course of providing the Services under this Agreement, the Recipient may have access to, obtain or be provided with information of confidential and/proprietary nature for the other Party, whether a Trade Secret or not, disclosed in oral, written or electronic form or otherwise learned by the Recipient under this Agreement, and copies that the Recipient party is authorized to make hereunder (the "Confidential Information").

b) "Recipient" refers to the Party that is receiving the Confidential Information and "Discloser" refers to the Party that is disclosing the Confidential Information.

c) "Trade Secret" means a technique or process, a tool, mechanism or compound, a formula, pattern, device or a compilation of information that is used in one's business, only known to its owner and the employees that assisted in making it, which gives the business a competitive advantage.

d) As a Recipient, a Party may use the Confidential Information solely for the purpose of the provision of the Services to the Client, and shall not disclose or reveal the Confidential Information orally, in writing, electronically or in any other form to any third party during the Term of this Agreement or at any time after the expiry or termination of this Agreement.

e) The obligations under the present section of this Agreement will not apply to any Confidential Information that:
(I) the Recipient knew before learning it under this Agreement;
(II) is now, or becomes in the future, publicly available except by an act or omission of the Recipient;
(III) a third party rightfully discloses to the Recipient without any confidentiality obligations; or
(IV) the Recipient independently develops, without use of or reference to Confidential Information.

f) For Confidential Information that is not a Trade Secret, each Party's obligations under this Agreement, as a Recipient, will expire two (2) years after expiry of the Term (as defined below) of this Agreement.

g) For Confidential Information that is a Trade Secret, each Party's obligations under this Agreement, as a Recipient, will be perpetual.

13. Intellectual Property
a) In accordance with the terms and conditions of this Agreement, the Service Provider may create certain intellectual property ("Created IP"), including, but not limited to, plans, drawing, specifications, reports, advice, analyses, designs, methodologies, code, artwork, or any other intellectual property as required to render the provision of Services to the Client. Unless the Parties otherwise agree, any such Created IP generated by the Service Provider in connection with the provision of Services to the Client will belong to the Client.

b) Any intellectual property provided by the Client to the Service Provider to assist in the provision of Services, which was not created by Service Provider pursuant to this Agreement, will belong to the Client. Any ancillary intellectual property belonging to the Service Provider, provided or shown to the Client in any way, which was not created by the Service Provider pursuant to this Agreement, will continue to belong to the Service Provider.

14) Termination
a) This Agreement may be terminated by either party, upon notice in writing:
I) if the other party commits a material breach of any term of this Agreement that is not capable of being remedied within fourteen (14) days or that should have been remedied within fourteen (14) days after a written request and was not;
II) if the other party becomes unable to perform its duties hereunder, including a duty to
pay or a duty to perform;
III) if the other party or its employees or agents engage in any conduct prejudicial to the business of the other, or in the event that either party considers that a conflict or potential conflict of interest has arisen between the parties.

b) This Agreement may be terminated by the Service Provider if the Client fails to pay any requisite Fees within seven (7) days after the date they are due. The Service Provider may terminate the Agreement immediately, with no notice period, in writing.

c) If this Agreement is terminated before the expiration of its natural term, Client hereby agrees to pay for all Services rendered up to the date of termination, and for any and all expenditure due for payment after the date of termination for commitments reasonably made and incurred by Service Provider related to the rendering of Services prior to the date of termination.

d) Any termination of under this subpart shall not affect the accrued rights or liabilities of either Party under this Agreement or at law and shall be without prejudice to any rights or remedies either Party may be entitled to. Any provision or subpart of this Agreement which is meant to continue after termination or come into force at or after termination shall not be affected by this subpart.

15. Force majeure
a) Neither Party to this Agreement is responsible for any delay or failure to perform its obligations under this Agreement where such delay or failure is due to fire, explosion, flood, war, embargo, governmental action, act or order of a public authority, strike, public health emergency or communicable disease outbreak or to any other cause beyond its control.

b) If a force majeure event lasts longer than thirty (30) days, the Client may terminate this Agreement, in whole or in part, without further liability, expense or cost of any kind by providing a written notice to the Service Provider.

16. Delay
In the event of any delay by the Service Provider in the commencement, execution or completion of the Services, not caused by the Client or by a force majeure event, no claim for additional payment or any extension of time is made unless the Client in its sole discretion authorizes otherwise.

17. Waiver
Regardless of past conduct or practice with the Service Provider or any other contractor, the Client may at any time insist upon strict compliance with the terms and conditions of this Agreement.

18. Assignment
Neither Party may assign this Agreement without the prior written consent of the other Party.

19. Modification
This Agreement may only be amended by agreement in writing signed by the parties.

20. Severability
The Parties acknowledge that if a dispute between the Parties arises out of this Agreement or the subject matter of this Agreement, they would want the court to interpret the Agreement as follows:

a) with respect to any provision that it holds unenforceable, by modifying that provision to the minimum extent necessary to make it enforceable, or if that modification is not permitted by law, by disregarding that provision;

b) if an unenforceable provision is modified or disregarded in accordance with the present section, by holding that the rest of the Agreement will remain in effect as written;

c) by holding that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable;

d) if modifying or disregarding the unenforceable provision would result in a failure of an essential purpose of this Agreement, by holding the entire Agreement unenforceable.

21. Counterparts
If the Parties sign this Agreement in several counterparts, each will be deemed an original but all counterparts together will constitute one instrument. Delivery by facsimile or by electronic transmission in portable document format (PDF) of an executed counterpart of this Agreement is as effective as delivery of an originally executed counterpart of this Agreement.

22. Governing Law; Jurisdiction
a) This Agreement will be governed exclusively in accordance with the laws of the province of Ontario, and the laws of Canada in effect in the province of Ontario.

b) The parties attorn to the exclusive jurisdiction of the courts of the province of Ontario and all courts competent to hear appeals therefrom

23. Entire Agreement
This Agreement constitutes the entire understanding between the Parties with respect to the subject matter of this Agreement and supersedes all other agreements, whether written or oral, between the Parties.

The Parties are accepting this Agreement on the date stated in the introductory clause.
I understand and agree to the above Services Agreement.*