Background: 

1. The CLIENT is of the opinion that *WNT has the necessary qualifications, experience and abilities to provide services to the CLIENT; and 
2. *WNT is agreeable to providing such services to the Customer on the terms and conditions set out in this Agreement. 
IN CONSIDERATION OF the matters described in the proposal and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the CLIENT and *WNT (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows: 

1. Legal Relationship: 

*WNT and CLIENT are independent contractors and separate entities. No other legal relationship is intended or implied. Except as expressly specified in this Agreement, neither Party will be responsible for acts of the other Party or of its agents or employees and neither Party will assume or create any obligation in the name of or on behalf of the other Party. 

2. Scope of Services: 

*WNT’s responsibilities are limited to performance of the Services as set out at the Contract page of this Agreement. 

3. Pricing and Payment: 

A. Payment 
CLIENT will make payment to *WNT on the first (1st) of each month (the “Due Date”) in accordance with the payment schedule set out at the Contract page of this Agreement. 
B. Annual Fee Review 
Thirty (30) days prior to the Agreement Anniversary Date, *WNT will provide to CLIENT updated pricing for the following year. CLIENT will then have fifteen (15) days to accept the pricing for the coming year or will have the right to terminate the Agreement in accordance with section 4(B) of this Agreement. Updated pricing will require signing off on a new updated electronic agreement by CLIENT and that new agreement will replace this Agreement. 

4. Term and Termination: 

A. Term of Agreement 
This Agreement will commence on the electronic execution date of the Agreement and will continue in effect for an Initial Term of one (1) year or until terminated by either Party. This Agreement will renew automatically for consecutive thirty (30) day periods following the expiration of the Initial Term (“Extension Period”) unless 
CLIENT or *WNT provide the other Party with written notice of termination thirty (30) days prior to the end of the Initial Term or the current Extension Period, as the case may be. 
B. Termination for Convenience 
Either of the Parties may terminate this Agreement upon providing to the other Party with thirty (30) Days written notice of its intention to terminate. Upon termination neither Party will have any further obligation to the other under this Agreement, except for those obligations which are expressly stated to survive. 
C. Termination for Cause 
Notwithstanding the preceding, this Agreement may be terminated effective immediately by *WNT if: 
i) CLIENT becomes insolvent, files a petition in bankruptcy, becomes subject to a proceeding or seeks relief from creditors under any bankruptcy or reorganization law, but only in circumstances that have a material detrimental effect on that Party; 
ii) CLIENT breaches any material obligation under this Agreement, and such breach has continued unremedied for a period of ten (10) days after receiving written notice of the breach; 
iii) CLIENT sells all or substantially all of its assets or sells those assets the sale of which would impair its ability to fulfill its obligations under this Agreement; or 
iv) there is a change in control of the CLIENT. 
D. Procedure on Termination: 
If this Agreement is terminated for any reason, CLIENT will: 
i) promptly return to *WNT all *WNT IP materials, Work Products, documentation, hardware, software or data originally provided by *WNT and which are the property of *WNT; 
ii) pay all outstanding invoices for Services to the date of termination based upon the pro rata completion of the deliverables required by the Statement of Work then in process; and 
iii) pay the return of data fee assessed by *WNT for return of CLIENT data hosted on *WNT’ servers. The return of data fee will be capped at an amount equal to one (1) months service fee at the time of termination. If CLIENT does not agree to such fee, *WNT will be under no obligation to return CLIENT hosted data. CLIENT will provide *WNT external USB hard drives with enough free memory to allow *WNT to copy CLIENT’s data for return. 
If this Agreement is terminated for any reason, *WNT will: 
i) promptly return to CLIENT all CLIENT IP materials, Work Products, documentation or data originally provided by CLIENT and which are the property of CLIENT. 

5. Confidentiality: 

*WNT acknowledges that all information provided by Client will or may be confidential, proprietary, or affected by competitive sensitivity, and will treat all of the information as confidential, disclosed to employees on a need to-know basis only. *WNT use of CLIENT information is governed by the terms of the *WNT Privacy Policy and can be found at http://www.wirelessnetware.ca.ca/privacy-policy​​​​​​​

*WNT at their discretion may use CLIENT’s name, logo and services being provided by *WNT in its marketing material, presentations and in Client Success Stories. *WNT may also inform other potential clients about the relationship between the CLIENT and *WNT. 

6. Warranties: 

*WNT warrants that all Services provided under this Agreement will be conducted in a manner that is consistent with the level of skill and care ordinarily exercised by members of its profession currently practicing under similar conditions. 
The parties represent and warrant to each other that they have the power, capacity and authority to enter into this Agreement and will not breach any confidentiality, fiduciary or other obligation or agreement to which they may be bound. 

7. LEGAL RISK MANAGEMENT: 

IN NO EVENT WILL *WNT, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO CLIENT OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT SERVICES PROVIDED BY *WNT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT *WNT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 
IN ADDITION, CLIENT SPECIFICALLY ACKNOWLEDGES AND AGREES THAT IN NO EVENT WILL *WNT TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT OF ONE (1) MONTHS SERVICE FEE PAID BY CLIENT DURING THE ONE MONTH PERIOD PRECEDING THE EVENT WHICH GAVE RISE TO SUCH CLAIM FOR THE PARTICULAR SERVICES PERFORMED UNDER THIS AGREEMENT. 
THE FOREGOING LIMITATION OF LIABILITY WILL SURVIVE TERMINATION OF THIS AGREEMENT. 

8. Non-Solicitation: 

CLIENT agrees that during the period of this Agreement and for one year after the expiration or termination of this Agreement that CLIENT will not hire, employ, retain or solicit any person who is an employee, officer, director or full-time independent contractor of the other Party and who, but for this Agreement, would otherwise be unknown to that Party. CLIENT acknowledges that in view of the recruitment difficulties, costs of training staff in the computer industry and the highly sensitive nature of intellectual property rights of both parties, this restriction is reasonable. CLIENT agrees that an amount equal to one hundred percent (100%) of the solicited individual’s annual bill rate represents a reasonable estimate of the actual liquidated damages suffered and is not a penalty. It is understood that such liquidated damages will be in lieu of other remedies. 

9. No Waiver: 

No failure on the part of *WNT to exercise, and no delay in exercising any right, power or partial exercise of any right, power or remedy will preclude any other or further exercise thereof or the exercise of any other right, power or remedy by *WNT. 

10. Force Majeure: 

Neither Party will be liable for any failure or delay in its performance under this Agreement due to causes that are beyond its reasonable control. 

11. Governing Law: 

The construction, validity and performance of this Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Parties hereby irrevocably agree to attorn to the jurisdiction of the courts of the Province of Ontario. 

12. Contra Proferentum Rule: 

Should any provision of this Agreement require judicial interpretation, mediation or arbitration, it is agreed that the court, mediator or arbitrator interpreting or construing the same will not apply a presumption that the terms thereof will be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared the same, it be agreed that both parties, directly or through their agents, have participated in the preparation hereof. 

13. Entire Agreement: 

This Agreement, constitutes the entire Agreement between the Parties with respect to the subject matter set out, and replaces any prior understandings or agreements, whether written or oral, regarding such subject matter. From time to time *WNT may make amendments to this Agreement. If such amendments are made by *WNT, *WNT will require CLIENT to sign off on a new updated electronic agreement and that new agreement will replace this Agreement. 

14. Late Fees and Collections Costs: 

In the event CLIENT fails to make full payment by the Due Date, CLIENT also will pay a late fee in the amount of the lesser of three percent (3%) of the unpaid balance per month or the maximum lawful rate under applicable Provincial law that will accrue from the Due Date. 
CLIENT will pay any amounts incurred by *WNT in the collection of past-due amounts owed, including, but not limited to, reasonable legal fees and costs. 

15. Miscellaneous

A. Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the provision of Services, and supersedes and replaces all prior agreements and representations whether written or oral with respect to the provision of Services. In the event of conflict between the terms of a quotation and these terms and conditions, the terms of the quotation shall govern.

B. Amendment: You can only amend this Agreement in writing signed by an authorized representative of *WNT. This Agreement can only be amended by a signatory authorized by *WNT and not by any *WNT sales representatives, agents or employees.

C.  Jurisdiction: This Agreement will be governed by the laws of Ontario and the applicable laws of Canada and the Parties agree to be subject to the exclusive jurisdiction of the courts of Ontario.

D. Independent Contractors: This Agreement will not be construed as constituting either Party as a partner or agent of the other Party or to create a joint venture in the conduct of business or otherwise.

E. Notices: Any notice or other communication required or permitted by this Agreement will be in writing and be provided by personal delivery, email, or by facsimile to You or *WNT at the last address or facsimile number provided in writing by each Party. Notices delivered in person will be effective on the date of such delivery and notices delivered by facsimile will be effective on the date of transmission provided printed proof of transmission is obtained.

F. Force Majeure: *WNT will not be liable for any failure nor delay in performance to the extent caused by factors beyond its reasonable control, including, without limitation, labour disputes, fires or other casualties, weather or natural disasters, damage to facilities, or the conduct of third parties.

G. Assignment: You cannot assign this Agreement in whole or in part without *WNT.s prior written consent. *WNT can assign this Agreement to any affiliate or subsidiary. This Agreement is binding upon and enures to the benefit of the Parties and their respective successors and permitted assigns.

H. Severability and Waiver: If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, that provision will be deemed severable from the other provisions which will remain valid and enforceable. The terms of this Agreement may only be waived in writing and signed by both Parties. No failure by either Party to insist upon the other Party.s performance of any obligations hereunder will constitute waiver unless in writing.

I. Language: This Agreement has been drawn up in English at the request of the parties. Les parties ont convenu que la présente entente soit rediée en anglais.

16. Survival: 

Sections 4, 7, 8, 10, 11, 12, 14, 15 and 16 of this Agreement will survive termination of this Agreement.