1.1 General. In consideration of Customer’s payment of the Professional Services Fees when due, NeoSystems shall provide Customer with the Services set forth in a SOW or otherwise mutually agreed upon and documented in writing by the Parties.  All Services provided after the Effective Date hereof shall be subject to the terms of this Agreement unless the Parties agree otherwise.

1.1.1 At Customer’s request, NeoSystems may agree to commence services prior to the execution of the SOW, however, Customer understands and agrees it is responsible for all fees (based on proposed rates) and expenses generated during such time, whether or not NeoSystems and Customer execute the SOW.

1.2 Service Rates. The Services shall be provided at the Professional Services Fees rates or at such rates as the Parties may agree to separately in a SOW.  The rates specified in a given SOW shall apply only to such SOW.

1.3 Changes. Changes within the scope of the SOW or other changes, modifications, alterations or other adjustments to the SOW (“Change Request”) shall be made only in writing executed by authorized representatives of both Parties.  NeoSystems shall have no obligation to commence work in connection with any change until the Parties in writing agree upon the fee and/or schedule impact of the change.  Once approved, as provided for herein, such a change will be deemed to supplement or modify, as applicable, the terms and conditions of the SOW to which it pertains.

1.4 Assignment of Personnel. NeoSystems reserves the right to select and assign NeoSystems Personnel for work under this Agreement based on the skill classifications required and available NeoSystems Personnel resources.  If the Customer determines that a consultant is unable to perform the required services because of reasons beyond NeoSystems’ reasonable control, NeoSystems will remove such consultant within a two (2) week period of time.  After such two (2) week period, the Customer will cease being billed for such consultant, and NeoSystems shall replace such consultant within a reasonable period of time.

1.5 No Restrictions. NeoSystems nor any NeoSystems Personnel shall be restricted or prevented from performing Services for others that are similar or identical to the Services under this Agreement.

2.1 Invoices. Unless otherwise specifically agreed in writing, NeoSystems will submit invoices for charges and expenses hereunder on a monthly basis and Customer shall make payment of each invoice within thirty (30) days from receipt thereof. NeoSystems shall charge a late fee on amounts over thirty (30) days past due (sixty (60) days from time of billing) at the lesser of one and one-half percent (1.5%) per month or the maximum interest rate allowed by applicable law. Customer shall pay all of NeoSystems costs and expenses (including reasonable attorney's fees) if legal action is required to collect outstanding balances.

2.2 Undisputed Invoices. Undisputed invoices will be deemed accepted by the Customer if no objection or dispute is raised within ten (10) business days of receipt. Accepted invoices are then considered due and payable in accordance with this Section 2 of the Agreement.

2.3 Payment and Taxes. All Professional Services Fees are payable in Canadian Dollars (unless otherwise specifically denoted by NeoSystems). Professional Services Fees are exclusive of GST.

3.1 General. In connection with NeoSystems’ provision of the Professional Services, Customer shall perform those tasks and assume those responsibilities specified in the applicable SOW ("Customer Responsibilities") or otherwise agreed in writing, including (i) fulfilling the Customer Responsibilities and ensuring that all assumptions are accurate; (ii) providing NeoSystems with reliable, accurate and complete information; and (iii) making timely decisions and obtaining required approvals. NeoSystems shall be entitled to rely on all decisions and approvals of Customer in connection with the Professional Services; changes in decisions and approvals are subject to Section 1.3 hereof.

3.2 On-Site Obligations. In addition to any particular items which may be agreed upon in writing, Customer shall supply on-site NeoSystems Personnel with suitable office space, desks, storage, furniture, and other normal office equipment support, including adequate computer resources, Internet and other network access, building access, telephone service, postage, copying machines, and general office supplies which may be necessary in connection with NeoSystems’ performance of the Professional Services.

3.3 Travel and Expense Recovery. Expenses incurred by NeoSystems employees to travel on behalf of the customer will be invoiced to the customer monthly. Travel time is charged to customers at one-half the hourly service rate.

3.4 Production Test Environment. Customer shall provide NeoSystems with a production test environment so that Deliverables and/or Professional Services can be tested without impacting Customer’s business operations. If such an environment is not provided, NeoSystems shall be held harmless for any disruptions, loss of service, loss of revenue or other loss or damage that results from the lack of such an environment.

4.1 Timely Customer Deliverables. Customer agrees to provide all necessary information, materials, and approvals as required for the successful execution of the Deliverables within the timelines specified in the project schedule or as mutually agreed upon between the parties.
a) Customer will provide feedback on deliverables, milestones or their amendments in maximum three (3) business days. Once final feedback is incorporated, Customer will approve the deliverables and milestones in maximum five (5) business days. If no written approval is received at the end of the five (5) business days, deliverables and milestones will be considered accepted.

4.2 Project Timeline Extension. In the event Customer is unable to provide the Deliverables within the specified timelines and seeks an extension, the Customer shall submit a written request to NeoSystems detailing the reasons for the delay and the requested extension period. NeoSystems shall review the request and, at its sole discretion, may grant or deny the extension.

4.3 Financial Impact of Delay. In the event that the Client causes a delay to the project timeline, including by failing to provide required Project Deliverables within the specified timeframes, such delays may impact project schedules, resourcing, and costs. All delays that materially affect timelines or resource allocation may give rise to additional costs, which will be addressed through the standard Change Request process.

4.4 Customer-Initiated Scope Changes. Where the Customer initiates a change in scope that results in timeline extensions or additional resource requirements, the Customer shall bear the cost of the additional hours, services, or deliverables, as documented and approved through the Change Request process, and billed at the agreed-upon rates.

4.5 Dispute Resolution. In the event of a dispute regarding this clause 4, the parties shall first attempt to resolve the matter amicably through mutual discussions and negotiations. If an amicable resolution cannot be reached within twenty-one (21) days, the matter shall be subject to mediation in accordance with the laws of Alberta. Should mediation fail, any unresolved disputes shall be submitted to binding arbitration in Alberta before a mutually agreed-upon arbitrator. In this Agreement, it is expressly agreed that this clause 4.5 shall exclusively pertain to clause 4 and shall take precedence over clause 13.

Where specific Deliverables and acceptance criteria exist as defined in the SOW, Customer shall accept Deliverables which conform to the requirements of the SOW or where the acceptance test plan was successfully completed. Customer will promptly give NeoSystems notification of any non-conformance of the Deliverables with such requirements (“Non-conformance”), and NeoSystems shall have a reasonable period of time based on the severity and complexity of the Non-conformance, to correct the Non-conformance. If Customer uses the deliverable before acceptance, fails to promptly notify NeoSystems of any Non-conformance, or unreasonably delays the beginning of acceptance testing, then the deliverable shall be considered accepted by Customer.

6.1 Warranty for Professional Services. All Professional Services and Deliverables are provided on a best efforts basis. While NeoSystems warrants to Customer that any Professional Services provided will be of professional quality, conforming to generally accepted industry standards and practices for similar services, if Customer is unsatisfied with services provided by NeoSystems, its remedies are limited to the removal of NeoSystems Personnel and understands and agree it is responsible for all fees and expenses incurred by such NeoSystems Personnel to the date of any such removal. The foregoing is Customer's sole and exclusive remedy for breach of warranty by NeoSystems for Professional Services.

6.2 Disclaimer. NeoSystems does not warrant that the Professional Services or Deliverables will meet Customer's requirements, that the operation of the Professional Services or Deliverables will be uninterrupted and/or error free, or that the Deliverables will operate in combination with hardware and/or software products not supplied by NeoSystems. Additionally, NeoSystems does not warrant that the Professional Services or Deliverables will be compatible with any subsequent Update or version of a Product. EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, NEOSYSTEMS MAKES NO ADDITIONAL WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, AS TO ANY OTHER MATTER WHATSOEVER. IN PARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE HEREBY EXPRESSLY DISCLAIMED.

7.1 Protection of Confidential Information. Recipient shall: (i) only use the Confidential Information to exercise its rights under this Agreement, and always as part of its business relationship with Discloser; (ii) use the same degree of care to prevent unauthorized access and use of Discloser’s Confidential Information as it does for its own confidential information of a similar nature, but in any event not less than reasonable care; (iii) only disclose Confidential Information only to Authorized Recipients on a need-to-know basis, provided such Authorized Recipients are subject to confidentiality obligations at least as restrictive as this Section 7. Recipient shall be liable for any failure to comply with this agreement by the Authorized Recipients.

7.2 Legal Disclosure. If Recipient becomes legally compelled to disclose any Discloser Confidential Information, Recipient shall (i) immediately notify in writing Discloser, allowing the latter to seek a protective and other appropriate remedy; and (ii) only disclose the portion of Discloser Confidential Information that Recipient is legally compelled to disclose, and make commercially reasonable efforts to obtain confidential treatment of such information.

7.3 Return of Information. Upon Discloser’s written request, Recipient shall promptly return (or at the Disclosing Party’s option, destroy) all originals, copies, reproductions and summaries of Discloser’s Confidential Information and certify in writing the return or destruction of the same; provided that copies may be retained solely for archival purposes pursuant to a party’s document retention policies.

7.4 Unauthorized Use. Recipient shall notify in writing Discloser immediately upon discovery of any actual or threatened unauthorized use, disclosure, misuse or misappropriation of Discloser’s Confidential Information, including the details and the circumstances thereof. Recipient shall reasonably cooperate with Discloser to help Discloser correct the situation.

7.5 Conflict and Survival. In the event of conflicts or inconsistencies between this Section 7 and the provisions of a non-disclosure agreement executed between the parties, the provisions of this Section 7 shall take precedence. This Section 7 shall survive termination of this Agreement for a period of three (3) years from the date of termination or expiration hereof.

7.6 Deliverables. The Deliverables contain valuable trade secrets of NeoSystems. Customer shall not disassemble, reverse engineer or decompile any Deliverable.

NeoSystems owns and shall retain, all right, title and interest in and to all Deliverables and all Intellectual Property Rights contained therein.

NeoSystems shall be allowed to reference work done for Customer in press releases, marketing material and other collateral.

10.1 This Agreement shall remain in effect until terminated by either Party as provided herein.

10.2 Each SOW shall remain in effect until the work authorized thereunder is completed or is earlier terminated as provided herein or in the relevant SOW.

10.3 Premature Termination. If either Party materially breaches any of its obligations under this Agreement, the other Party shall have the right to terminate this Agreement by giving written notice describing such breach and setting forth its intention to terminate. This Agreement shall automatically terminate thirty (30) days after receipt of such notice by the defaulting Party unless the defaulting Party cures such breach within such time period. If Customer fails to make payments when due to NeoSystems, in addition to taking the actions set forth above, or any other remedies available to NeoSystems, NeoSystems shall be entitled to stop work until payment is made.

11.1 Except for (i) either Party’s (or its affiliates’) Intellectual Property claims against the other Party, (ii) Customer’s payment obligations under this Agreement and (iii) either Party’s gross negligence or willful misconduct, to the maximum extent permitted by applicable law:

11.1.1 In no event shall either Party or its affiliates be liable to the other Party or any other person or entity for an amount that exceeds the sum of the Professional Service Fees received by NeoSystems from Customer during the twelve (12) months immediately preceding receipt of the notice advising the Party of the existence of such claim; and

11.1.2 In no event shall either Party be liable for any special, exemplary, indirect, incidental, consequential or punitive damages, including without limitation any damages for loss of profits, of projected savings or revenues, of opportunities, of goodwill or other similar economic prejudice, or loss or corruption of data, whether arising in contract, tort, or under any other legal theory whatsoever, even if such Party has been advised of, knows or should know the possibility of such damages, or such damages have been reasonably foreseeable.

11.2 Notwithstanding the foregoing, NeoSystems shall have no liability whatsoever with regard to any claims that arise out of an action, omission or fault of Customer or an end user.

12. 1 NeoSystems agrees to defend or at its option settle all third party claims and demands (a “Claim”) against Customer to the extent that such claims and demands arise directly out of or in connection with (a) NeoSystems’ gross negligence or willful misconduct in the performance of its obligations under this Agreement, or (b) any actual infringement of a third party’s intellectual property rights the NeoSystems Software or Deliverables, provided however, Customer must (i) promptly notify NeoSystems promptly in writing of such a Claim, (ii) give NeoSystems sole control and authority to proceed as contemplated herein, and (iii) give NeoSystems reasonable cooperation, full information, and assistance to settle and/or defend any such Claim. Failure by Customer to notify NeoSystems promptly in writing of such a Claim will relieve NeoSystems of its obligations under this Section only to the extent that NeoSystems’ ability to defend the Claim is prejudiced by such lack of notice.

12.2 NeoSystems shall compensate Customer for all loss, which Customer suffers as a direct result of the, or any damage done to its property by NeoSystems, its employees, agents or subcontractors arising out of or in connection with the performance by NeoSystems of its obligations under this Agreement.

13.1 Until the relevant provisions of this clause 13 have been complied with, no party shall commence any action, bring any proceedings or seek any relief or remedy in a court or by arbitration, except that nothing in this clause 13 prevents either party from seeking interlocutory or equitable relief from a court.

13.2 Any dispute, controversy or claim (a “Dispute”) arising out of or in relation to this Agreement must be the subject of a notice from any party to the other party setting out the material particulars of the Dispute (“Notice”), and must immediately be referred to the primary contact of each party who must endeavour in good faith to resolve the Dispute expeditiously.

13.3 If the Dispute has not been resolved within twenty-one (21) days of reference to the primary contacts of each party pursuant to clause 13.2 the Dispute must be referred to the appropriate senior executive of each party who must endeavour in good faith to resolve the Dispute expeditiously.

13.4 If the Dispute has not been resolved or an alternate method of resolving the Dispute has not been agreed within twenty-one (21) days of reference to the senior executive of each party pursuant to clause 13.3, or a longer period if the parties agree, the Dispute may be submitted by either party for arbitration with one (1) arbitrator to be agreed between the parties.

13.5 If a Dispute is not resolved within ninety (90) days after the date of the Notice given in accordance with clause 13.2, either party who has complied with this clause 13 may terminate the dispute resolution process undertaken and commence court proceedings in relation to the Dispute.

14.1 Governing Law. Disputes arising out of or relating to this Agreement shall be governed by and interpreted in accordance with the laws of the Province of Alberta, in Canada.

14.2 Jurisdiction. The Parties consent and do hereby irrevocably submit to the venue and the jurisdiction of the courts of the Province of Alberta, in any action or proceeding arising out of or relating to this Agreement, and irrevocably agree to all such actions or proceedings being heard and determined in such court and irrevocably waive, to the fullest extent possible, the defence of an inconvenient forum. The Parties agree that a judgment or order in any such action or proceeding may be enforced in any other jurisdiction in any manner provided by law.

14.3 Headings. Section and/or paragraph headings used in this Agreement are for reference purposes only and shall not be used in the interpretation hereof.

14.4 Assignment. Neither the rights nor obligations arising under this Agreement are assignable, delegable or transferable by Customer, and any attempt to take such action shall be void and without effect, except on the prior written approval of NeoSystems, which approval NeoSystems may in its sole discretion withhold.

14.5 No Waiver. The failure of either Party to enforce at any time, or for any period of time, the provisions of this Agreement shall not be interpreted to be a waiver of such provisions or of the right of such Party to enforce each and every such provision.

14.6 Partial Invalidation. In the event that any provision of this Agreement shall be held by law, or found by a court or other tribunal of competent jurisdiction to be unenforceable as stated herein, such provision shall remain enforceable to the extent permitted by applicable law or the findings of the court or other tribunal of competent jurisdiction, and the remaining portions hereof shall remain in full force and effect. In such event, NeoSystems and Customer agree to negotiate in good faith a substitute enforceable provision that most nearly effects NeoSystems’ and Customer’s intent in entering into this Agreement.

14.7 Relationship of Parties. The Parties hereto are independent entities. Nothing contained herein or done in pursuance of this Agreement shall constitute either Party the agent, partner, or co-venturor of the other Party for any purpose or in any sense whatsoever, or create any form of joint enterprise whatsoever between the Parties.

14.8 Notices. All notices or demands hereunder shall be by electronic mail, delivery receipt requested, at the e-mail address of the receiving Party specified above (or at such different addresses as may be designated by either Party by written notice to the other Party), and shall be deemed complete one (1) day after sending, provided a non-deliverable e-mail notification was not received. Notices to NeoSystems shall be sent to the attention of: Managing Director.

14.9 Force Majeure. Except for the payment of money, neither Party shall be held responsible for any delay or failure in performance under this Agreement to the extent such delay or failure is caused by fire, flood, strike, civil, governmental or military authority, act of God, inability to obtain delivery of parts, supplies, or labor, labor conditions, earthquakes, pandemic, epidemic, or any other cause beyond its control and without the fault or negligence of the delayed or nonperforming Party.

14.10 Remedies. It is expressly agreed that a material breach of this Agreement by either party relating to the nondisclosure, Confidential Information or Intellectual Property protection provisions will result in irreparable harm to that party and that a remedy at law would be inadequate. Therefore, in addition to any and all remedies available at law, both parties will be entitled to seek an injunction or other equitable remedies without the necessity to post bond in all legal proceedings in the event of any threatened or actual violation of any or all of such provisions. This section shall apply in any jurisdiction, notwithstanding the choice of governing law and jurisdiction set forth in Sections 14.1. and 14.2.

14.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original instrument, but all of which shall constitute one and the same agreement.

14.12 Entire Agreement. This Agreement, including any Exhibits or attachments hereto, constitutes the entire agreement between NeoSystems and Customer with respect to performing Professional Services and the Deliverables to be provided hereunder, and any and all written or oral agreements previously existing between NeoSystems and Customer pertaining to that subject matter are expressly canceled. Customer acknowledges that it is not entering into this Agreement on the basis of, and has not relied on, any representations not expressly contained in this Agreement. This Agreement (which includes any attached SOW) may only be modified by the prior written approval of a duly authorized representative of each Party.

DEFINITIONS

1. “Affiliates” means, with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under direct or indirect common control with, such entity.

2. “Authorized Recipients” means the Recipient’s Affiliates and subcontractors, and its and their respective directors, officers, employees, agents, consultants, and legal or financial advisors.

3. “Change Request” means a written request submitted by either Party seeking to modify, add to, or otherwise alter the scope, deliverables, timeline, assumptions, fees, or other terms of the Services as originally described in this Agreement or any applicable Statement of Work (SOW).

4. “Confidential Information” means (a) the Deliverables and Documentation in any embodiment, and any modifications, updates or enhancements thereto; (b) any other information, whether oral or written, relating to the Deliverables received by Customer from NeoSystems which is identified by NeoSystems as proprietary or confidential; (c) the terms of this Agreement or any other agreement between the Parties relating to this Agreement; and (d) each Party’s proprietary written technical, business, financial and/or marketing information relating to inventions, products, research and development, production, manufacturing or engineering processes (including the Professional Services), costs, profit or margin information, employee skills and salaries, finances, customers, or future business plans. Confidential Information excludes (a) information that is or becomes public through no fault of Recipient or its Authorized Recipients, (b) information that Recipient can prove with documented evidence was already known to Recipient at the time of its disclosure, (c) information that was obtained from a third party without violation of any confidentiality obligations, and (d) information that Recipient can prove was/is independently developed by Recipient, without use of Discloser’s Confidential Information.

5. “Deliverable/s” means a work product that is defined and is to be delivered by NeoSystems to Customer under this Agreement.

6. “Discloser” means a party to this Agreement who discloses Confidential Information under this Agreement and/or such party’s Affiliates, subcontractors and its and their respective directors, officers, employees, agents, consultants, and legal or financial advisors.

7. “Documentation” means such instructions, notes and/or other documents or specifications, in printed or electronic format, included with a Deliverable.

8. “Intellectual Property” means all intellectual property, including without limitation (a) trademarks and service marks (whether or not registered), trade names and other designations of source of origin, together with all goodwill related to the foregoing, (b) patents and patent applications, (c) copyrights, whether or not registered, (d) trade secrets, including without limitation know-how, technology methods, ideas and inventions, (e) software and computer code (whether in source code, object code or any other form) and (f) all applications and registrations of any of the foregoing.

9. “Intellectual Property Rights” means all rights in and to the Intellectual Property.

10. “NeoSystems Personnel” means all employees, contract employees, agents or representatives of NeoSystems.

11. “Products” means those machine-readable computer software programs Customer has licensed from NeoSystems.

12. “Professional Services” or “Services” mean the professional consulting services that are to be performed by NeoSystems for Customer pursuant to this Agreement.

13. “Professional Services Fees” or “Fees” mean the agreed-upon fees to be charged by NeoSystems to Customer as set forth in a SOW for performing the Professional Services.

14. “Recipient” means the party that receives Confidential Information from the other party and such party’s Authorized Recipients.

15. “Statement of Work” or “SOW” means one or more agreements between NeoSystems and Customer that may describe a specific set of Professional Services; the Deliverable(s); any terms and conditions which vary from or are in addition to, modify, amend or replace, the terms and conditions set forth herein; each Party's personnel which shall be involved in the engagement covered by that SOW and their roles and responsibilities; each Party's project manager and the project manager's role and responsibilities; a schedule for performance of the Professional Services and delivery of the Deliverables; and/or any other information pertinent to the performance of the Parties under such SOW and this Agreement. In the event of a conflict between any specific term of any SOW and this Agreement, the terms of the SOW shall prevail.