Client hereby retains TRITON and TRITON hereby agrees to perform the services (the “Services”) listed above. TRITON shall provide detailed invoices. TRITON also shall maintain and provide, upon request, backup documentation for a period of one (1) year from the date of the respective invoices.

All invoiced amounts are due and payable by the Client within thirty (30) days following the date of invoice. The client will pay interest on unpaid balances at the rate of three percent (3%) per annum. TRITON may amend the late payment fee rate at any time upon written notice to the Client. If an amount becomes past due, TRITON may elect to apply any money otherwise received from the Client or any money due to the Client by TRITON toward bad debts first.

Either Party to this Agreement may terminate this Agreement with or without cause by providing at least 30 days written notice to the other Party.

a) TRITON represents and warrants to Client that it has the experience and ability to perform the Services. required by this Agreement; that it will perform the Services in a professional, competent, and timely manner; that it has the power to enter into and perform this Agreement; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party or violate any federal, provincial, and municipal laws as well as the Personal Information Protection Electronic Documents Act (PIPEDA).

b) Client represents and warrants to TRITON that it shall comply with all applicable laws; that it has all right/title/interest or legal authority to provide any data required from it to enable TRITON to provide the Services; and that it shall obtain all necessary consents and authorizations from data subjects.

Parties acknowledge that during the term of this Agreement, either Party (“Receiving Party”) may have access to, obtain or be provided with information, directly or indirectly, relating to the other Party (“Disclosing Party”), which is of a confidential and proprietary nature including, but not limited to, business affairs, trade secrets, techniques, processes, know-how, programs, documentation, data, manuals, Personal Information, customer lists, current and future product information, marketing information and technical information (collectively, “Confidential Information”). Receiving Party shall follow the Disclosing Party’s information security procedures and take all reasonable precautions for the protection of the Confidential Information. Parties agree that, during the term of this Agreement or at any time after the expiry or termination of this Agreement, Receiving Party shall hold all Confidential Information in strict confidence and shall not, without the express written permission of the Disclosing Party: (i) disclose any Confidential Information to third parties or (ii) use the Confidential Information for any purpose other than to perform its obligation in connection with this Agreement. Upon Disclosing Party’s written request, Receiving Party will destroy or turn over to Disclosing Party all materials containing Confidential Information, except for those copies required for back-up archiving practices. Parties agree that Confidential Information shall not include any information which: (i) is or becomes publicly known through no breach of Receiving Party’s obligations hereunder; (ii) was lawfully known by Receiving Party prior to receipt from the Disclosing Party; (iii) has been rightfully received by Receiving Party from a third party without restriction on disclosure and without breach of an obligation or duty of confidentiality owing directly or indirectly to the Disclosing Party; or (iv) disclosed pursuant to applicable laws or regulations.

Any trademark, patent, copyright, or any other intellectual property, developed, created, generated, or reduced to practice, during the course of or relating to the Services will be the sole property of TRITON.

IN NO EVENT, WHETHER AS A RESULT OF BREACH OF THIS AGREEMENT, WARRANTY, INDEMNITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL TRITON’S CUMULATIVE LIABILITY TO THE CLIENT FOR ANY LOSS OR DAMAGE ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM: THIS AGREEMENT, TRITON’S PERFORMANCE OR BREACH OF THIS AGREEMENT, OR THE SERVICES COVERED BY OR FURNISHED UNDER THIS AGREEMENT, EXCEED THE AMOUNT ACTUALLY RECEIVED BY TRITON FOR THE SPECIFIC SERVICE WHICH GIVES RISE TO THE SPECIFIC CLAIM.

Neither Party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the Party whose performance is affected.

The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

This Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Entire Agreement: This Agreement contains the entire understanding of the parties and may not be amended without the specific written consent signed by the Parties. Notice: Any notice given under this Agreement shall be sufficient if it is in writing and if sent by certified or registered mail. Severability: If any provision of this Agreement shall be held invalid or unenforceable for any reason, such invalidity or unenforceability shall attach only to such provision and shall not affect or invalidate any other provision of this Agreement. Counterparts: This Agreement may be executed in counterparts and may be delivered by facsimile, e-mail, or similar electronic transmission, all of which counterparts when taken together shall constitute one and duly executed agreement between the Parties.