NETWORK PARTICIPATION AND MUTUAL SUBCONTRACTING AGREEMENT

This Network Participation and Mutual Subcontracting Agreement (along with any addendums, amendments, exhibits or SOWs, the “Agreement”) is between SQALogic Technologies, Inc. with a registered address at 235 Peel Street, Montreal, Quebec, H3C 0P8, Canada (“SQALogic”, “we”, “us”) and the entity which accepts this Agreement (the “Network Partner”).

The Agreement is effective on the date at which the Network Partner accepts this Agreement (the “Effective Date”).

WHEREAS, SQALogic operates a network of seasoned professionals (the “Network”) and desires to subcontract some engagements with Clients to professionals, including the Network Partner, as described in a SOW from time to time;

WHEREAS, the Network Partner is interested in being considered to perform Services to Clients based on Request for Proposals, as further defined herein, and is free to accept or refuse such Request for Proposals from SQALogic;

WHEREAS, the Network Partner may also desire to retain the services of SQALogic as described in a SOW from time to time;

NOW THEREFORE, the Parties agree as follows:

  1. “Affiliates” means an entity that controls, is controlled by or shares common control with a Party, where such control arises from either (a) a direct or indirect ownership interest of more than fifty percent (50%) or (b) the power to direct or cause the direction of the management and policies, whether through the ownership of voting stock by contract, or otherwise.
  2. “Applicable Laws” means any applicable domestic or foreign law, rule, regulation, order, or other action, decree or requirement in force at any time during the Term as applicable to the Services or as identified by SQALogic as a result of a Client’s requirement.
  3. “Change Order” means an amendment to the SOW which shall contain any modification to the SOW, and which must be executed by the Parties.
  4. “Client” means the third party for whom the Services are being delivered by either one of the Parties pursuant to this Agreement.
  5. “Client Material” means the Confidential Information, Intellectual Property, data, material and documents of the Client to which the Subcontractor is provided access to in order to deliver the Services.
  6. “Confidential Information” means any and all information of a party (the “Disclosing Party”) which has or will come into the possession of the other party (the “Receiving Party”) concerning the business, properties, affairs or finances of the Disclosing Party, or of any person, firm, cooperation or other entity which the Disclosing Party is under an obligation to keep confidential, including trade secrets, source code, algorithms, lists of customers, vendors, suppliers, agents and site visitors, business studies and analyses, specifications and uses of products and services; product research, sales, marketing and strategic plans and forecasts; product and availability information and any and all proposals, notes, projections, memoranda, reports, lists and records, whether written, printed or in digital format or otherwise, and shall include any and all other types of information which is identified by the Disclosing Party, either orally or in writing, as confidential at the time of disclosure to the Receiving Party, or which the Receiving Party ought to know by virtue of the circumstances in which it learned of such information, would constitute Confidential Information.
  7. “Contractor” means either Party when it retains the other Party to perform Services for Clients pursuant to a SOW (or intends on doing so).
  8. “Deliverable” means a deliverable identified as such in a SOW. For the avoidance of doubts, a Deliverable does not include background Intellectual Property used to create the Deliverable.
  9. “Documentation” means the documents that relate to the Services or the Deliverables that are provided by a Party to the other Party.
  10. “Indemnified Party” means the Party which suffers damages as a result of the Indemnifying Party’s breach of this Agreement, intentional fault, fraud, gross negligence or willful misconduct, including any Affiliates, Clients, and their and the Indemnified Party’s directors, officers, employees, and agents.
  11. “Indemnifying Party” means the Party which is in material breach of this Agreement or which has committed an intentional fault, a fraud, gross negligence or willful misconduct, and which is required to indemnify the Indemnified Party in accordance with this Agreement.
  12. “Intellectual Property” means any and all intellectual property, including without limitation, works, inventions (whether patentable or not), discoveries, improvements, trade secrets, know-hows, scientific formulae, data, information, images, reports, results, analysis, software, models, research and development information, technical information, prototypes, specifications, patterns, drawings, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trademarks and any and all proprietary rights provided under patent law, copyright law, trademark law, design patents or industrial design law, semiconductor chip or mask work law, or any other statutory provision or civil or common law principles applicable to the protection of intangible proprietary information or rights, including trade secret law, which may provide a right in any of the foregoing as well as any and all applications, registrations or other evidence of a right in any of the foregoing.
  13. “Security Breach” means any act or omission that materially compromises the confidentiality, integrity or availability of Client Material or of the Disclosing Party’s Confidential Information.
  14. “SOW” means a statement of work which must be executed by the Parties in accordance with this Agreement.
  15. “Subcontractor” means either Party when it performs Services for the other Party’s Clients pursuant to a SOW (or intends on doing so).
  1. By Invitation Only. The Network Partner agrees and understands that participation in the Network is upon invitation only and is reserved for experts and experienced professionals. The Network Partner may refer other entities and candidates to SQALogic for an invitation to the Network (a “Referral”). SQALogic reserves the right to refuse or approval any Referral and its sole discretion, including, without limitation, based on professional qualifications, reputation, and skills.
  2. Benefits. Participation into the Network entitles the Network Partner to benefits such as being considered to perform Services to Clients based on Request for Proposals, participating in common initiatives, accessing events and training free of charge or at discounted rates, as well as referral commissions, and any other benefits described from time to time at [URL] / or in the [Name of document].
  3. Requests for Proposals. SQALogic, may at its sole discretion and from time to time, communicate to the Network (or parts thereof) posting for upcoming services to be performed for Clients (each a “Request for Proposal” or “RFP”). Such Requests for Proposals are subject to the following requirements and rules:
    1. The Network Partner shall have no obligation to respond to an RFP, and shall decide to respond at its sole discretion;
    2. SQALogic shall have no obligation to make RFPs available to the Network Partner, and the Network Partner may not classify to respond to an RFP;
    3. SQALogic reserves its rights to make RFPs available outside of the Network, such as if the expertise required is not available within the Network;
    4. SQALogic has no obligation to reveal the identity of a Client as part of an RFP;
    5. Any information contained in an RFP shall be considered Confidential Information of SQALogic;
    6. The Network Partner may apply alone or with other members of the Network (each application to an RFP, a “Proposal”). If the Network Partner wishes to submit a Proposal that includes services from a third party which is not part of the Network, this third party will be required to (a) execute a subcontracting agreement with SQALogic prior for being considered as part of a Proposal, or (b) with the Network Partner but containing terms substantially similar to those set forth in this Agreement. Upon approval of SQALogic, this third party may also be invited to join the Network.
    7. Prior for submitting a Proposal, the Network Partner shall ensure that it has the appropriate expertise, technical skills and qualification for performing the requirements set forth in the RFP, and that it is reasonably available and able to meet any timeline set forth in an RFP. If the RFP requires expressly to submit documents, such as curriculum vitae and references, SQALogic may discard any Proposal which is not complete. Such information shall be considered the Confidential Information of the Network Partner, being agreed between the Parties that it may be shared with Clients.
    8. The Network Partner agrees and understands that SQALogic may conduct due diligence prior for accepting a Proposal and may ask the Network Partner to provide additional information or evidences of compliance with Clients’ or SQALogic’s requirements as set forth in an RFP.
  4. Contributions. In consideration of the possibility to be considered for RFP and based on the other benefits made available to the Network Partner as described under Section 2, Network Partners are required to contribute to the Network. These contributions may vary in nature but shall have the objective of contributing to the honour and respect of the profession, such as through knowledge sharing around important issues relating to software quality assessments, software development and similar areas of expertise (the “Contributions”), including in round tables and industry events. Contributions may include, without limitation, submitting content for publications, participating in webinars and attending trade shows with SQALogic. The timing and frequency of the Contributions may vary depending on the efforts required for the Contributions, and on the on-going good-faith discussions between the Parties.
  5. Right to Refuse Contributions. Either Party may refuse to perform, participate, publish or otherwise endorse a Contribution at their reasonable discretion, such as if it is not aligned with their marketing planning, their branding or if the resources required are unavailable. Either Party may also refuse a Contribution if it is in breach of this Agreement or of Applicable Laws. Either Party may also take down a Contribution from its website, promotional content or otherwise based on the same considerations. The Contributions are based on commercially reasonable efforts and good faith. If the Network Partner refuses to participate in Contributions in an unreasonable manner, or if the Contributions are insufficient in quantity or quality, SQALogic shall provide a notice to the Network Partner setting forth reasonable expectations and the Parties shall negotiate a good faith roadmap for upcoming Contributions. If the Network Partner refuses to participate in further Contributions or if the Parties do not agree on a roadmap, either party may terminate this Agreement in accordance with Section 9.
  1. Statements of Work. The Services shall be performed in accordance with a SOW which shall minimally contain the description and specifications for the Services, the timeline for the performance of the Services, the fees and the payment terms applicable to the Services if different from those set forth in this Agreement. The SOW has had precedence over this Agreement in case of conflicting terms and may only be modified pursuant to a Change Order, which shall have precedence over the SOW and this Agreement in case of conflicting terms. The SOWs and Change Orders are deemed part of and attached to this Agreement once executed in accordance with this Agreement.
  2. Acceptance of the Deliverables. Upon completion and delivery of a Deliverable pursuant to a SOW, the Contractor shall have two (2) weeks to accept or refuse the Deliverable. The Contractor may refuse a Deliverable. The Contractor may refuse a Deliverable by providing a notice of non-compliance with this Agreement or the Documentation, describing the reasons for the non-compliance. If the Deliverable is judged non-compliant by the Contractor, in its reasonable discretion, the Subcontractor will, at no additional charge to the Contractor, correct the Deliverable so that it becomes compliant. Upon submission of the corrected Deliverable, the Contractor shall have two (2) weeks to approve or refuse the Deliverable using the same procedure. If the Deliverable is still non-compliant, the Subcontractor will, at the Contractor’s reasonable discretion, (a) correct the Deliverable so that it becomes compliant; (b) offer a discount to the Contractor corresponding to the non-compliance; (c) reimburse the Contractor for any fees paid in advance and agree to the immediate termination of the SOW, in which case, no additional fee or penalty shall be due by the Contractor and the Contractor shall have no liability for such early termination.
  3. Communications with Clients. The Subcontractor may not communicate directly with Clients without involving the Contractor or obtaining an approval from the Contractor. If agreed upon in a SOW, the Subcontractor shall use the technologies provided by the Contractor to provide the Services, such as an e-mail address provided by the Contractor. The Subcontractor shall keep the Contractor in copy of e-mails exchanged with the Client, unless indicated otherwise by the Contractor.
  4. Governance. The Subcontractor agrees to be reasonably available to perform the Services and remain reasonably responsive during office hours. The Subcontractor shall always conduct itself in a professional manner and shall respect the policies that are communicated to the Subcontractor from time to time by the Contractor, such as SQALogic’s Code of Ethics.
  5. Contractor’s Oversight. The Subcontractor agrees and understands that the Contractor always maintains an oversight authority over the Services performed for a Client. The Subcontractor may not make warranties or representations on behalf of the Contractor and shall be responsible for any warranties or representations which are not aligned with those that were made to the Client by the Contractor.
  6. Third Parties. The Subcontractor shall not be authorized to use any third parties for the performance of the Services unless specifically approved in writing by the Contractor. If the Contractor provides such approval, the Subcontractor shall : (a) remain liable for the acts and omissions of such third party as if it was the Subcontractor’s acts and omissions; (b) enter into an agreement with the third party which contains terms substantially similar to those set forth in this Agreement, including, without limitation, (i) to ensure that any moral rights into the Deliverables have been waived (ii) to ensure the proper handling of Confidential Information and (iii) to ensure that adequate technical and organizational measures are in place for information security and the development of the Deliverables, if any. To this effect, the Subcontractor shall be responsible for conducting appropriate due diligence of the third party.
  7. Additional Legal Terms. The Parties may agree in writing to (a) add additional legal terms as part of the SOW to fulfill Clients’ requirements, legal requirements and to address the specificities of the Deliverables or Services to be performed for a Client, and (b) to use a different agreement for the performance of the Services, in which case, this agreement shall be effective as it relates to such Services and this Agreement shall find no application, notwithstanding anything to the contrary in this Agreement. For the avoidance of doubts, the Parties shall have no obligation to accept additional terms and conditions and may decide not to enter into a SOW or a different agreement if such additional terms and conditions are not acceptable.
  8. No Exclusivity. The Parties agree and understand that this Agreement does not create any exclusivity and that each Party is free to subcontract work to third parties. For the avoidance of doubts, this Agreement is entered into without any commitments regarding any subcontracting work to be performed.
  1. Fees. Where applicable, the Contractor agrees to pays for the fees identified in an invoice, in accordance with the relevant SOW, along with any taxes which the Subcontractor is required to apply pursuant to Applicable Laws (the “Fees”).
  2. Payment Terms. The payment terms for the payment of the Fees for a relevant SOW shall be found within the SOW, or if the SOW does not contain the Payment Terms or if the Payment Terms are incomplete, this Section2 shall find application(the “Payment Terms”): (a) the Subcontractor shall issue an invoice upon the completion of the SOW; (b) the Contractor shall pay such invoice within thirty (30) days of the invoice date, unless the Fees are disputed in accordance with Section 15, in which case, the Contractor shall pay for the undisputed Fees. If the Subcontractor agrees with the Dispute regarding the Fees, the Subcontractor shall issue a new and corrected invoice without undue delays.
  3. Late Payments. In case that the payment for the Fees pursuant to an invoice is late, the Contractor agrees to pay for interests corresponding to one percent (1%) monthly and twelve percent (12%) annually, if the Subcontractor has issued a notice of late payment and the payment is not received within forty-five (45) days of the invoice date. Unless expressly stated otherwise, all fees are in Canadian dollars.
  4. Expenses. The Contractor agrees to pay for ordinary out-of-pocket expenses incurred in the performance of the Services if (a) the expenses have been identified in a SOW or have been approved in writing by the Contractor prior for being incurred and (b) the expenses are properly documented and evidenced. Notwithstanding the foregoing, the Contractor agrees to pay for out-of-pocket expenses which are under fifty dollars ($50) if such expenses are properly evidenced and reasonably expected in the context of the Services.
  1. General. Each Party owns all titles, rights and interest into their respective Intellectual Property and all rights not granted herein are reserved.
  2. Contributions. Unless agreed otherwise in writing and except as set forth in this Agreement, SQALogic shall be the owner of the Intellectual Property associated with the Contributions. SQALogic hereby grants to the Network Partner a limited, royalty free, perpetual, irrevocable, non-sublicensable, non-transferable (except to Affiliates), non-exclusive, right and licence to use, display, publish and translate the Contributions for the purpose of promoting the services offered through the Network, to promote SQALogic or the Network Partner’s services, for educational purposes, marketing purposes and in accordance with Applicable Laws (the “Permitted Purposes”). The Network Partner hereby waives any moral rights into the Contributions, and assigns any such moral rights to SQALogic, which hereby accepts such assignation.
  3. Exceptions. Each Party agrees to seek the written consent of the other Party prior for using the Contributions for other purposes than the Permitted Purposes, for sub-licensing the Contributions or for transferring the foregoing licence to the Contributions to a third party other than an Affiliate, which consent may be reasonably withheld or conditioned. SQALogic may revoke the licence granted under Section 2 if (a) the Network Partner uses the Contributions in an unlawful manner, (b) if the Contributions are in breach of a third party’s Intellectual Property or (c) or in a manner which adversely affects the reputation and goodwill of SQALogic, and the Network Partner may request that SQALogic ceases to use a Contribution for the same reasons, in which case, the Parties shall comply with such request without undue delay. For the avoidance of doubts, such request shall be reasonable and justified in the circumstances and may not be used in an abusive manner.
  4. Deliverables. Each Party agrees and acknowledges that the Deliverables are the Contractor’s property, and as between the Party the Contractor owns all rights, titles and interest into the Deliverables. The Subcontractor hereby waives any moral rights whatsoever in the Deliverables, and assigns any such moral irrevocably to the Contractor, including, without limitation, any rights to restrict or prevent the modification or use of any Deliverables in any way whatsoever, and any other moral rights.
  5. Marks. During the Term, each Party grants to the other Party a limited, non-exclusive, royalty-free, non-transferable and non-sublicensable (except to Affiliates) right to use, display and reproduce the other Party’s logo, marks, trademarks (whether registered or not), names and distinctive features (the “Marks”) for the Permitted Purposes. Notwithstanding anything to the contrary, each Party shall obtain the other Party’s written consent prior for using the other Party’s Marks as part of promotional materials (other than Contributions) and prior for issuing any press release. Each Party may provide reasonable branding guidelines to the other Party from time to time regarding the use of the Marks.
  6. Additional Assurances. The Parties agree to sign and execute the documents required to enforce and give effect to this Section 5 from time to time as reasonable requested by the other Party and without any additional fees to the other Party.
  1. Exceptions. Confidential Information shall not include information which the Receiving Party can demonstrate: (i) is readily available to the public in the same form through no fault of the Receiving Party; (ii) did not originate from the Disclosing Party and was lawfully obtained by the Receiving Party in the same form from an independent third party without any restriction on disclosure; or (iii) did not originate from the Disclosing Party and was in the possession of the Receiving Party in the same form prior to disclosure to the Receiving Party by the Disclosing Party.
  2. Obligations. The Receiving Party shall only use or disclose the Confidential Information of the Disclosing Party for the purpose of delivering the Services, as required by this Agreement (such as to respond to an RFP and prepare a Proposal), by Applicable Laws or to defend its rights and interests, unless agreed otherwise by the Disclosing Party. If the Receiving Party discloses Confidential Information of the Disclosing Party in accordance with this Section 2, then the Receiving Party shall ensure that such recipient is under an appropriate non-disclosure agreement or a similar undertaking such as attorney-client privilege. The Receiving Party shall be authorized to disclose Confidential Information if required by Applicable Laws, or by the administration thereof.
  3. Return and Deletion. Upon termination of a SOW, for any reason, the Receiving Party shall, at the Disclosing Party’s option, (i) return the Confidential Information without undue delay and/or (ii) securely destroy the Confidential Information without undue delay, and in accordance with industry’s best standards. Upon request, the Receiving Party shall confirm in writing that the Confidential Information has been returned and/or deleted. Notwithstanding the foregoing, the Receiving Party is authorized to keep a copy of the Confidential Information as required for the purposes of Applicable Laws, in which case, this MSA shall continue to apply to such Confidential Information for as long as it is retained by the Receiving Party.
  1. Client Material. The Subcontractor shall implement technical and organizational measures adequate to the risks and such as to ensure the confidentiality, integrity and availability of the Client Material and the Disclosing Party’s Confidential Information, the whole substantially in accordance with industry’s standards, taking into consideration the sensitivity of the Client Material and Disclosing Party’s Confidential Information.
  2. Security Breach. Each Party shall notify the other Party without undue delay and no later than seventy-two (72) hours upon becoming aware of a Security Breach (the “Security Breach Notification”). The Security Breach Notification shall minimally include (i) a description of the nature of the Security Breach, including, where possible, the categories and approximate number of records concerned; (ii) a description of the likely consequences of the Security Breach; and (iii) a description of the measures taken or proposed to be taken to address the Security Breach, including, where appropriate, measures to mitigate possible adverse effects. To the extent that such information is not available at the time of the Security Breach Notice, the Party which is required to provide the notification shall follow up as the information becomes available, such as to complete the Security Breach Notice without undue delay. The Party which suffered the Security Breach shall document responsive actions taken in connection with such Security Breach and conduct a post-incident review of events and actions taken.
  1. During the Term, and for a period of two (2) years thereafter, the Subcontractor agrees not to, directly or indirectly, solicit the Contractor’s Clients to end their business relationships with the Contractor, including to obtain competing services from a third party. For the avoidance of doubts, the foregoing shall not apply to Clients of the Contractor to which the Subcontractor has not been directly or indirectly introduced pursuant to a SOW.
  2. During the Term, and for a period of two (2) years thereafter, each Party agrees not to, directly or indirectly, solicit any employee of the other Party to terminate their employment with this Party. The foregoing shall not limit the rights of individuals to apply to publicly posted job positions without the involvement of a Party.
  1. The Parties represent and warrant that they have obtained all necessary corporate approvals to enter into this Agreement and that no consent, approval or withholding of objective is required from any external authority with respect to the entering into of this Agreement. The Parties further represent and warrant that they are under no obligation or restriction, nor will they assume any such obligation or restriction under this Agreement.
  2. Each Party represents and warrants to the other Party that (a) it has the required technical and organizational capacity to perform the Services, including, without limitation, the capacity to deliver within the timeline and parameters of the SOW; (b) the Services and Deliverables will be substantially compliant with the Documentation and the Agreement; (c) the Services will be performed in accordance with industry’s practices, in a professional, workmanlike and diligent manner and (d) to the best of its knowledge, the Deliverables and Contributions do not infringe on the Intellectual Property of a third party and are original works.
  1. SQALogic makes no representations or warranties whatsoever that the Network Partner will be awarded an RFP, that the Contributions will be published, accepted or lead to successful marketing efforts or that the Network Partner will obtain any specific benefits from participating in the Network.
  2. To the maximum extent permitted by law and except as set forth in this Agreement, the Parties make no other representations, conditions, warranties or guarantees, express or implied regarding the Services, the Deliverables, the Contributions or the Documentation, and expressly disclaim any and all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
  1. The Indemnifying Party will indemnify, hold harmless and, if requested by the Indemnified Party, defend, at the Indemnifying Party’s sole cost and expense, the Indemnified Party from and against any claim, demand, suit, loss, damage, liability, judgment, lien, penalty, fine, cost and expense (including reasonable attorney’s fees), directly or indirectly arising out of, or related to, in connection with or resulting from (a) the Indemnifying Party’s breach of Sections 6 and 9 and (b) the willful misconduct, fraud, intentional fault or gross negligence of the Indemnifying Party. The Indemnifying Party shall not agree to any settlement without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed. Any such settlement shall include a complete release of the Indemnified Party from all liability with respect thereto.
  1. Notwithstanding anything to the contrary in this Agreement and subject to Applicable Laws, neither Party shall, regardless of the form of the claim, be liable for any indirect, special, punitive, exemplary or speculative damages, irrespective of whether it had an advance notice of the possibility of such damages.
  2. Except pursuant to Section 11 and subject to Applicable Laws, either Party’s maximum aggregate liability to the other Party under this Agreement shall be limited to one hundred thousand dollars ($100,000).
  1. Term. The term of this Agreement begins on the Effective Date and continues in full force indefinitely, unless terminated by either Party in accordance with this Section 13 (the “Term”). For greater clarity, this Agreement is in full force and effect even if the Network Partner has not partaken in Request for Proposals.
  2. Termination with cause. Either Party may terminate a SOW hereunder with cause upon written notice to the other Party in the event that: (a) the other Party commits a material breach of this Agreement and fails to cure such material breach to the non-defaulting Party’s reasonable satisfaction within thirty (30) days after receipt of the notice or (b) the other Party becomes insolvent or bankrupt, assigns all or a substantial part of its business or assets, becomes subject to any legal proceeding relating to insolvency or the protection of creditors’ rights or otherwise ceases to conduct business in the normal course.
  3. Termination without cause. Either Party may terminate this Agreement hereunder without cause at any time by giving at least thirty (30) days’ prior written notice of termination to the other Party, unless a SOW is active, in which case, the Agreement shall continue in full force until the SOW is completed and the Deliverables accepted pursuant to this Agreement.
  4. Effects of Termination
    1. The termination of a SOW does not lead to the termination of this Agreement except if a Party terminates this Agreement pursuant to Section 3.
    2. The following sections survive the Term of this Agreement for any reasons for a period of ten (10) years following the termination date: Sections 2, 5.3, 5.4, 5.6, 6, 7.2, 8, 11, 12, 13.4, 15, 16, 17 along with any related definitions.
    3. If a SOW is terminated for cause by either Party, the Contractor shall pay to the Subcontractor all Fees due for the Services performed up to the termination date, except for the Fees relating to a Deliverable that is not finished and which caused the termination with cause. The Subcontractor shall hand over to the Contractor the Deliverables performed up to the termination date, even if such Deliverables are incomplete, and shall provide the Contractor with reasonable information to allow the Contractor to complete any incomplete Deliverables.
    4. If this Agreement is terminated, the Network Partner ceases to be part of the Network and may not submit Proposals for RFPs.
  1. A force majeure event shall mean circumstances beyond the reasonable control of a Party which are not reasonably foreseeable and are not caused by the negligence or fault of this Party, including, but not limited to, an act of God, fire, flood, storm, epidemic, pandemic, revolution, act of terrorism, riot or civil (a “Force Majeure Event”). Neither Party shall be liable to the other Party for failure (whether partial or total) or delay in fulfilling an obligation under this Agreement if attributable to a Force Majeure Event.
  1. This Agreement shall be governed by and construed by the laws of the Province of Québec, Canada, and the laws of Canada applicable to contracts between Québec residents and to be performed in Québec. The Parties hereby irrevocably submit and attorn to the jurisdiction of the Courts of the district of Montreal, Province of Québec. Each Party waives irrevocably its rights to participate in a class action lawsuit against the other Party.
  1. If a provision of this Agreement is held by a court of competent jurisdiction to be contrary to the law, unenforceable, inapplicable or excessive, such provision shall be amended and interpreted to best accomplish the objectives of the original provision to the fullest extent allowed by Applicable Laws and the remaining provisions of this Agreement shall remain in full force and effect. No waiver of any provisions of this Agreement shall be effective unless agreed to in writing. This Agreement contains the entire understanding of the Parties regarding the subject-matter of this Agreement and supersedes all oral and written agreements or understandings the Parties might have had in the past regarding the subject-matter of this Agreement.
  2. The Parties are independent Contractors, and this Agreement does not create any agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between the Parties.
  3. Except to an Affiliate or in the context of a bona fide corporate restructuration and upon notice to the other Party, neither Party may assign or transfer this Agreement without the written consent of the other Party. Any unauthorized assignment or transfer shall be considered null and void. This Agreement shall be binding on permitted assignees and successors.
  4. The Parties have requested this Agreement to be drafted in English. Les Parties ont demandé que cette Convention soit écrite en Anglais.