I. DEFINITIONS

“Archie” means the Archie Web platform, made available to the Tenant by Hedhofis, and which allows the Tenant to proceed with the reservation of conference rooms or specific offices, to purchase Credits for the reservation of said rooms and offices and to proceed with the opening of an assistance ticket for Hedhofis.

“Common areas” means, in the Hedhofis Space, the service or recreation areas, waiting room, kitchen and restrooms.

“Confidential Information” means any information of a confidential nature belonging to Hedhofis, including, but not limited to, all financial information, marketing strategies, supplier and customer lists and related information, sales or marketing techniques and policies, including, but not limited to pricing policies, sales data, supplier and customer agreements, financial information and sales reports, software, tools or programs used, business prospects and any trade secrets, whether owned by Hedhofis or its customers.

“Credit(s)” means a virtual unit of payment allowing to make one-time rentals of conference rooms and open or closed office spaces, which may be allocated under the Lease Agreement or purchased through Archie. For purposes of clarity, one (1) Credit is equal to one (1) dollar.

“Full Term” means the full term of the Contract, including the Initial Term and the term of each renewal, if any.

“Hedhofis Space” means the entirety of the premises managed by Hedhofis, including the Leased premises and other office space, the Common Areas and the conference rooms.

“Initial Term” means the initial term for the monthly Lease or Service, as well as the Promotion, if applicable, as set forth in the Lease Agreement.

“Intellectual Property” means, among other things, all assets protectable by contract, statute or court order, including all inventions, works (written, audio and visual), trademarks, names, designs, plans, source code, logos, processes, know-how and any other similar assets, as well as intellectual property

rights such as titles, interests and applications or claims to public authorities to enforce an intellectual property right, whether registered or not.

“Leased premises” means the office space(s) leased by the Tenant, whether open or closed, dedicated or nomadic, and regardless of the term of the Leasing, as such Leased premises are identified in the Lease Agreement.

“Leasehold Improvements” includes, but is not limited to, any construction or modification to improve or alter the Leased premises, including, but not limited to, additional partition walls, doors, painting, flooring, adding light fixtures, and/or any other improvements.

“Normal business hours” means the period between 6:00 a.m. and 6:00 p.m., Monday through Friday, excluding holidays.

“Operating Expenses” means a fee of seventy-five cents ($0.75) per square foot of Leased premises area payable by the Tenant to Hedhofis in consideration for the management of the Leased premises. The Operating Expenses include, but are not limited to, insurance, elevator maintenance and repairs, garbage removal, snow removal, administration costs and all other expenses necessary for the proper management of the Hedhofis Space.

“Representatives” means all persons to whom the Tenant provides recurring access to the Hedhofis Space, including the Tenant’s employees.

“Subscription Fee” means a fee of one hundred and thirty dollars ($130.00) per Tenant Representative, which includes, but is not limited to, the Archie platform fee. For any new subscription in a given month, the Subscription Fee shall be prorated and payable on the first (1st) day of the following month, in addition to the Subscription Fee for that month.

“Total Rent” means the total monthly amount payable by the Tenant, including the monthly rent for the Leased premises or monthly Services (“Monthly Rent”), as set forth in the Lease Agreement, as well as the Operating Expenses and the Subscription Fee, all subject to applicable taxes.

II. LEASED PREMISES

Rental – The Tenant rents from Hedhofis the Leased premises, which include the necessary furnishings generally provided to Hedhofis tenants, comparable in quantity and quality. The Tenant confirms that the Leased premises are in good condition and that it is satisfied therewith.

Use of the Leased premises – The Tenant may use the Leased premises only for the Use set forth in the Lease Agreement, and any other use shall be authorized in writing to the Tenant, it being understood that the use of the Leased premises for retail sales, massage therapy, uses prohibited by law and the use or storage of dangerous products are strictly prohibited, in addition to any use which infringes the moral rights of others.

Common Areas – During the entire Contract, the Tenant shall have access to the Common Areas, furnished and in working order, at no additional cost. In the event that access to the Common Areas is not possible for a certain period of time, however, no compensation shall be due to the Tenant, who shall not be entitled to withhold all or part of the Monthly Rent.

Conference Rooms – The Tenant shall have access to conference rooms of the Hedhofis Space, subject to their availability and the reservation of said conference rooms by other tenants. In order to use a conference room, the Tenant must reserve and pay the conference room’s rental fee as set forth in the Contract. The Tenant may cancel a reservation up to the scheduled reservation time, but no cancellations or refunds of Credits are possible after the scheduled reservation time.

Rental Credits – In order to reserve and rent conference rooms, the Tenant shall use the Credits allocated under the Lease Agreement or purchase additional Credits through Archie. Monthly allocated Credits that remain unused are not transferable to the next month, unless the Tenant proceeds with the purchase of a Credits bank that is usable at any time. In the event of cancellation of a reservation before the scheduled reservation time, the refund will be made in Credits usable without an expiration date, or in the case of a Credits bank, made within such Credits bank.

Leasehold Improvements – All Leasehold Improvements made by the Tenant, by a third party mandated by the Tenant or at the Tenant’s request, shall be at the Tenant’s full expense, and shall be subject to Hedhofis’ prior written approval. All Leasehold Improvements shall comply with all applicable municipal regulations and building by-laws. In addition, the Tenant shall obtain and pay for any permits required for the Leasehold Improvements.

Removal or Retention – Upon termination of the Contract, the Tenant shall, at Hedhofis’ sole discretion, leave all of the Leasehold Improvements in place or remove the Leasehold Improvements, provided that the removal of the Leasehold Improvements shall be at the Tenant’s sole expense and no amount shall be due to the Tenant in the event Hedhofis decides to retain the Leasehold Improvements.

Maintenance – Regular basic maintenance of the Hedhofis Space, as well as repairs and replacements that may be required in the Common Areas and conference rooms, are the responsibility of Hedhofis and included in the Total Rent. Repair and replacement of the lighting system of the Leased premises shall be the responsibility of the Tenant and at its own expense. However, it is understood between the Parties that in case of necessary repairs or replacements in the Common Areas or conference rooms which would be due to the negligence or fault of the Tenant, the costs of such repairs or replacements shall be borne by the Tenant.

Energy Services – The costs associated with the Tenant’s reasonable use of lighting, heating and air conditioning (“Energy Services”) are included in the Monthly Rent. Hedhofis will ensure that the Hedhofis Space is reasonably heated or cooled, depending on the season, during Normal business hours.

Internet Access – Hedhofis provides the Tenant with Internet access for standard and reasonable use, the cost of which is included in the Operating Expenses. If the Tenant wishes to have faster Internet access, the Tenant shall bear the cost thereof.

Signage – The Tenant of a private office may, at its expense, display its name and/or logo on the front door of the Leased premises, provided that the location, size and type of signage shall be submitted to and approved by Hedhofis.

Non-Exclusivity – The Tenant acknowledges and agrees that its right of access and use is not exclusive and acknowledges that Hedhofis may lease office space to other tenants in the same business or industry as the Tenant.

III. CONSIDERATION AND PAYMENT

Total Rent – The Tenant agrees to pay to Hedhofis the full Monthly Rent set forth in the Lease Agreement, in one (1) installment payable in advance, on the first (1st) day of each month, by means of a pre-authorized electronic funds transfer system. For this purpose, the Tenant shall complete the information required in Schedule A.

Monthly Rent Increase – In the event of an automatic renewal of a monthly Lease or Service, as specified in the Lease Agreement, the Monthly Rent will be increased by five percent (5%) each year on the anniversary date of the signing of the Contract. Failure of Tenant to give timely notice of termination shall constitute acceptance of such annual increase.

Security Deposit – Upon entering into the Contract, the Tenant agrees to pay to Hedhofis a security deposit, as security for the performance of the Tenant’s obligations under the Contract, equal to two (2) installments of the Monthly Rent, plus applicable taxes (the “Security Deposit”). Subject to an event of failure by the Tenant’s to change its address, the Security Deposit shall be returned to the Tenant, less any amounts due to Hedhofis under the Contract, forty-five (45) days following the end of the Contract, or its renewals, if any.

File Opening Fee – The Tenant shall pay a one-time file opening fee of eighty-five dollars ($85.00) per Tenant’s Representative (the “File Opening Fee”), which fee shall be payable for each Representative and for each Space under the Contract.

Refurbishment Fee – Upon entering into the Contract, the Tenant of a private office shall pay Hedhofis a one-time, non-refundable fee of two hundred and fifty dollars ($250.00), which amount shall be used for the refurbishment of the Leased premises following the termination of the Contract.

Access Keys and Chips – If the Tenant or any of its Representatives wish to access the Leased premises outside of Normal business hours, the Tenant may obtain additional access key(s) or chip(s) at a cost of twenty-five dollars ($25.00) each, which cost is payable for each Representative and for each building for which access keys or chips are requested.

Promotion – Promotions set forth in the Lease Agreement, if any, are applicable only during the Initial Term set forth in the Lease Agreement and shall automatically terminate on the day following the last day of the Initial Term, without the need for Hedhofis to provide written notice thereof. Following the end of the Promotion, if such end is reached during the Full Term, the Monthly Rent is automatically adjusted to reflect the actual price of the Monthly Rent, without the discount granted by the Promotion.

Addition of Representatives – It is the Tenant’s responsibility and undertaking to notify Hedhofis of the addition or departure of any Representative so that Hedhofis may grant or remove the necessary access. The File Opening Fee, the Subscription Fee and costs for additional keys and chips are applicable to each new Representative. If Hedhofis is informed of the arrival of a new Representative in a given month, the File Opening Fee and the costs for keys and access chips will be charged in addition to the Monthly Rent for the following month.

Credit Card Payment Fee – For any payment made by credit card, regardless of the nature of the payment, an additional fee of three percent (3%) will be charged to the Tenant.

Interest – Any amount outstanding under the Contract shall bear interest at the rate of one percent (1%) per month, or twelve percent (12%) per annum, until paid in full.

IV. CORPORATE ADDRESS

Corporate Address – If provided for in the Contract, the Tenant may use Hedhofis’ address as a mailing address for the receipt and transmission of mail and packages (the “Mail”), the whole being in a context of normal and non-excessive use. It is understood between the Parties that it is not the responsibility of Hedhofis to see to the receipt and delivery of the Mail, and that at no time Hedhofis shall be held responsible for the receipt and delivery of the Mail, or in case of loss or theft of such Mail.

Change of Address – Upon termination of the Contract, it shall be the Tenant’s sole responsibility and obligation to change its mailing address with any relevant agency and level of government, in addition to any place where the Tenant’s address may appear, including, but not limited to, its website and Google, so that the Tenant is no longer linked in any way to Hedhofis’ address.

Event of Default – If the Tenant fails to change its address within thirty (30) days of the termination of the Contract, Hedhofis shall charge the Tenant the monthly price for the corporate address service for each month of default, plus an administration fee of fifty dollars ($50.00) per month. The amounts, if any, may be paid from the Security Deposit, and Hedhofis shall be entitled to retain the Security Deposit until such time as the change of address has been completed.

Indemnity – In the event that Hedhofis is held liable for any act or damage attributable to the Tenant as a result of the use of Hedhofis’ address, the Tenant shall indemnify Hedhofis for any loss, claim, damage, lawsuit or other costs incurred by or brought against Hedhofis (including, without limitation, reasonable attorneys’ fees and disbursements) arising out of such act or damage.

V. DURATION AND RENEWAL

Commencement Date – The Tenant may take possession of the Leased premises at the beginning of the initial Term set forth in the Lease Agreement (the “Commencement Date”). Hedhofis may, at its discretion, postpone the Commencement Date by written notice to the Tenant, provided that Hedhofis shall not postpone the Commencement Date for more than three (3) months from the Commencement Date set forth in the Lease Agreement. In the event of a postponement of the Commencement Date, if (i) the Tenant has not received confirmation of a new Commencement Date within thirty (30) days of the postponement notice from Hedhofis, or (ii) the postponed Commencement Date is more than three (3) months from the originally scheduled Commencement Date, the Tenant may terminate the Contract without penalty by giving written notice to that effect within fifteen (15) days of the expiration of the thirty (30) day period or receipt of the amended Commencement Date. If the Tenant fails to provide such notice, the Tenant shall be deemed to have accepted the postponed Commencement Date and may not terminate the Contract.

Adjustment of Initial Term – In the event of the postponement of the Commencement Date, it is understood by the Parties that the end date of the Initial Term will also be adjusted by the same number of days as the postponement of the Commencement Date so that the term originally provided for in the Lease Agreement remains the same.

Automatic Renewal – Certain products, including the monthly Services or the leasing of certain office space, are subject to automatic renewal as set forth in the Lease Agreement. In the event of an automatic renewal, all of the terms and conditions related to the Monthly Service or Leased premises shall be renewed at the expiration of the Initial Term unless the Tenant has provided written notice to Hedhofis, in accordance with the Notice Period set forth in the Lease Agreement, that it does not wish to proceed with the automatic renewal.

Non-Renewal – Products for which no automatic renewal is provided for in the Lease Agreement are not automatically or tacitly renewable at the end of their initial Term. Therefore, in the event that the Tenant wishes to renew the Leased premises or a Monthly Service, the Tenant shall provide Hedhofis, in accordance with the Notice Period set forth in the Lease Agreement, with a written renewal notice advising Hedhofis of the Tenant’s desire to continue to use the Leased premises or Monthly Service. The Parties may then agree on a new contract, which must be entered into prior to the end of the Initial Term or current renewal. In the event Hedhofis does not receive a timely written notice, the Contract shall terminate on the Termination Date and Hedhofis shall be entitled to enter into a new contract with a third party with respect to the Leased premises or the Monthly Services.

VI. OBLIGATIONS OF THE PARTIES

Cleanliness and Sanitation – The Tenant shall use the Hedhofis Space in a careful and diligent manner and shall maintain it in a clean condition, free from garbage or waste which may increase the risk of fire, produce unpleasant or offensive odours, inconvenience the tenants or obstruct emergency exits. The Tenant shall comply with all laws relating to the safety and sanitation of the space.

Conduct – The Tenant shall conduct itself in such a manner that does not disturb the normal enjoyment of Hedhofis or other tenants, it being understood that the Tenant shall at all times be responsible for the conduct and actions of its Representatives.

Access to the Leased premises – The Tenant shall not change the locks to the Leased premises. In addition, the Tenant shall allow Hedhofis access to the Leased premises for the purpose of checking the condition of the space, allowing the visit of a prospective tenant and for maintenance and repairs as provided for in the Contract, all subject to reasonable notice under the circumstances, except in the case of an emergency, in which case no prior notice is required.

Insurance – The Tenant shall obtain and maintain, during the term of the Contract, general liability insurance coverage for any damage to the Leased premises or Common Areas and for Tenant’s own civil liability, as well as all risk insurance coverage including fire and extended coverage, including with respect to floods and earthquakes, covering all property owned by the Tenant or for which the Tenant is legally responsible and located in the Hedhofis Space.

Right of First Refusal – Provided that the Tenant is not in default under the Contract, in the event that Hedhofis receives a bona fide offer to lease from a third party which it is prepared to accept on the space subject to a right of first refusal as set forth in the Lease Agreement (the “Offer”), Hedhofis will notify the Tenant of the receipt of the Offer and send the Tenant a summary of the financial terms of such Offer. Following receipt of the Offer summary, the Tenant shall have ten (10) days to exercise its right of first refusal and rent the space covered by its right of first refusal. If the Tenant elects to rent the space covered by the right of first refusal within the stated delay, a security deposit equal to two (2) months of the monthly rent for the new leased space shall be paid to Hedhofis no later than fifteen (15) days following confirmation of the Tenant’s decision. Upon receipt of payment of the security deposit, and at no time prior thereto, a contract for the new leased space will be entered into under the terms and conditions of the Offer for the remaining Term.

Defects – The Tenant shall notify Hedhofis, without delay and via Archie, of any defect, deterioration or breakage damaging the Leased premises or rendering the Leased premises unfit for the purpose for which it was intended, or of any apparent defect in any system included and/or provided for the proper functioning of the Leased premises. In the event that the defect, deterioration or breakage was caused by the Tenant or by reason of the Tenant’s Leasehold Improvements, the cost of correcting or repairing the defect, deterioration or breakage and any damages resulting therefrom shall be borne by the Tenant.

Building By-Laws – The Tenant agrees to abide by any building by-laws provided by Hedhofis, if applicable.

VII. RESTRICTIVE CLAUSES

Assignment of Intellectual Property – The Tenant acknowledges that all Hedhofis Intellectual Property is the exclusive property of Hedhofis, and the Tenant agrees not to use the same without Hedhofis’ authorization and acknowledges that it does not acquire any rights thereto. Further, the Tenant shall not take, copy or use any information or Intellectual Property belonging to other tenants, including, without limitation, any Confidential Information, personal names, trade names, service marks, logos, or other identifying elements or Intellectual Property, or modified or altered versions of the foregoing. Finally, in the event that Tenant or one of its Representatives agrees to appear in a photograph, advertisement, video or any other audio or video recording for Hedhofis, it is understood that the Tenant waives any and all rights it may have or claim to have in connection with any such creations, and the Intellectual Property attached thereto shall be the sole and exclusive property of Hedhofis and may be used by Hedhofis without the approval of the Tenant’s approval.

Confidentiality Obligation – The Tenant acknowledges that due to the nature of the Contract, the Tenant has or will have access to Confidential Information of significant value to Hedhofis or other tenants. Accordingly, the Tenant agrees, during the term of the Contract and at all times thereafter, not to use, reproduce, disclose, divulge, sell, transfer, give, circulate or otherwise transmit to any person or make public the Confidential Information to any person or in any form whatsoever.

Non-Solicitation – The Tenant covenants and obligates itself to Hedhofis, for the entire term of the Contract and for a period of twelve (12) months following the termination of the Contract, not to directly or indirectly, personally, through a partnership, corporation, association or any other type of enterprise, solicit Hedhofis’ employees for the purpose of causing them to terminate their contract with Hedhofis. Any violation of this non-solicitation covenant will automatically result in the payment to Hedhofis by the Tenant of a penalty equal to one (1) time the annual salary of the solicited employee.

Use of Name – Hedhofis agrees that the Tenant may use the name and logo of Hedhofis without the additional consent of Hedhofis, solely for the purpose of indicating the location of the Leased premises, including, but not limited to, on the Tenant’s website or advertising. The Tenant acknowledges that it acquires no ownership rights in the Hedhofis name or logo and that ownership remains exclusive to Hedhofis. Notwithstanding any provision to the contrary, the right of use may be revoked at any time by Hedhofis.

VIII. LIMITATION OF LIABILITY AND INDEMNIFICATION

Limitation of Liability – Except in cases of gross negligence, fraud or willful misconduct on the part of Hedhofis, in no event Hedhofis shall be liable to the Tenant for any loss or any direct or indirect damages caused to the Tenant and arising from the unavailability or interruption of Internet access or Energy Services, as well as temporary inaccessibility to the Leased premises caused by factors beyond the control of Hedhofis.

Indemnity – The Tenant agrees and covenants to indemnify Hedhofis and its directors, officers and employees from and against any and all claims, lawsuits, settlements, judgments, costs, penalties and expenses, including reasonable legal fees and expenses, arising directly or indirectly from (i) any fault, omission or negligence on the part of the Tenant in the performance of the Contract, or (ii) any failure by the Tenant to comply with its obligations, covenants, representations and warranties set forth in this Contract.

IX. END OF CONTRACT

Early Termination – In the event of an early termination of the Contract by the Tenant, being a termination notified to Hedhofis between the date of signing of the Contract and the Start Date, half of the Security Deposit will be retained by Hedhofis.
Termination by Hedhofis – Hedhofis may terminate the Contract if the Tenant fails to pay any amounts due under the Contract, if the Tenant fails to meet all of its obligations under the Contract and if the Tenant fails to take possession of the Leased premises, upon ten (10) days written notice, without curing the default within such time. In the event of a termination by Hedhofis due to a default by the Tenant, the Parties agree that the damages suffered by Hedhofis will be difficult or impossible to determine and that the only way to compensate Hedhofis in this case is to pay Hedhofis the Termination Fee (defined below).

Termination by Tenant – Unless otherwise agreed to in writing by the Parties, the Tenant may not terminate the Contract, in whole or in part, prior to the end of the initial Term or the end of the current renewal. Any termination by the Tenant before the end of the Full Term of the Contract shall be ineffective and shall constitute a breach of the Contract by the Tenant. In case of a faulty termination by the Tenant, the Parties agree that the damage suffered by Hedhofis will be difficult or impossible to determine and that the only way to compensate Hedhofis in this case is to pay Hedhofis the Termination Fee.

Termination Fee – Upon termination by either Hedhofis or the Tenant, the Tenant shall pay to Hedhofis an amount totaling all sums due and accruing under the Contract, with respect to the Initial Term or the current renewal term, including the Total Rent, calculated on the basis of the Subscription Fee payable at the time of termination (the “Termination Fee”). The Termination Fee shall be payable within thirty (30) days of termination. The Parties agree that the Termination Fee constitutes damages only and not a penalty. In addition, the Termination Fee shall be offset or partially offset, if applicable, against the Security Deposit.

Bankruptcy and Insolvency – Hedhofis may terminate the Contract without notice or delay if the Tenant becomes insolvent, declares bankruptcy, or an application for a receivership order is made against it or if it makes an assignment of its property, files a notice of intention to file a proposal under the Bankruptcy and Insolvency Act, files a plan under the Companies’ Creditors Arrangement Act or ceases to carry on business. In the event of the termination of the Contract based on the Tenant’s bankruptcy or insolvency, Hedhofis shall be entitled, in addition to all of its rights, remedies and resources, to payment of the equivalent of six (6) months Monthly Rent as accelerated rent. Prepaid Rent cannot be offset against Hedhofis’ claim for accelerated rent.

Restoration of Premises – Upon termination of the Contract, the Tenant shall leave the Leased premises in good condition, subject to normal wear and tear, and free of personal belongings. If the Leased premises are returned in poor condition, Hedhofis reserves the right to use the Security Deposit to have the necessary corrections made. In addition, if any property is left in the Leased premises after the termination of the Contract, Hedhofis may dispose of it at its discretion without prior notice. In addition, Hedhofis may, at its option, retain any Leasehold Improvements made by or on behalf of the Tenant or require that the Leased premises be restored to their original condition at the Tenant’s sole expense.

Return of keys and other property – Upon termination of the Contract, the Tenant shall return all keys and access chips to Hedhofis, as well as any other property owned by Hedhofis, to the Hedhofis Space Community Manager, personally or at its office, failing which a charge equivalent to the original charge for said keys and chips shall be billed to the Tenant.

Waiver – The Tenant waives any right it may have under Article 1883 of the Civil Code of Québec, or any amendment or replacement of said provision.

Survival – All provisions of the Contract which by their nature survive the termination of the Contract shall remain in full force and effect and shall be binding on the Parties notwithstanding termination.

X. GENERAL PROVISIONS

Entire Agreement – This Contract constitutes the entire agreement between the Parties and supersedes any and all other oral or written representations, proposals, contracts or agreements relating to the subject matter hereof. This Contract may only be modified in writing by the Parties.
Authorization – The Parties agree that each of them has the required authority to enter into this Contract.

Notices – The Tenant agrees, by signing this Contract, that all notices and communications provided for in the Contract and necessary for the Tenant’s communication with Hedhofis shall be sent to the email address provided in the Lease Agreement and understands that it is the Tenant’s responsibility to notify Hedhofis of any changes to this email address.
Assignment and Sublease – The Tenant shall not assign the Contract or attempt to sublet the Leased premises, in whole or in part, and the Tenant shall not allow the use of the Leased premises by any third party without the prior written consent of Hedhofis, subject to an assignment or sublease to a company to be formed in which Tenant is a shareholder or partner.

Joint and several liability and personal guarantee – The Contract benefits and binds the Parties and their respective legal representatives. If the Tenant is a corporation or other legal entity, the signatory(ies) of this Contract agree(s), as joint and several guarantor(s) with the Tenant, to fulfill all of the Tenant’s obligations and to make all payments under the Contract.

Force Majeure – The Tenant shall not be released from its obligation to pay the Monthly Rent in the event of force majeure, unless the building is destroyed or rendered unfit for the use for which it was intended, in which case the Parties shall be released from their obligations under the Contract.

Arbitration – Subject to the admissibility of the Parties to the Small Claims Division of the Court of Québec, the Parties agree that any dispute or disagreement relating to the Contract or arising from its interpretation or application shall be finally settled by arbitration to the exclusion of the ordinary courts, in accordance with the laws of Québec. The arbitration shall take place in Montreal under the aegis of a single arbitrator, appointed jointly by the Parties. Failing agreement, the Parties shall appoint Arbitrage Montreal Inc. to proceed with the appointment of the arbitrator. The Arbitration shall be conducted in accordance with the rule of law and the provisions of the Code of Civil Procedure of Québec in effect at the time of such dispute or disagreement. During the course of this Arbitration, unless the claim exceeds twenty-five thousand dollars ($25,000.00), the Parties shall represent themselves, and shall afford the Arbitrator as much latitude as possible in the conduct of the proceedings and the choice of the procedure to be applied. The Parties and the arbitrator shall maintain the confidentiality of the entire process and of the decision rendered. The unsuccessful Party, if any, shall be solely responsible for the fees and disbursements of the arbitrator and the compensation of any witnesses and experts. The arbitration award shall be binding on the Parties and shall be final, enforceable and not subject to any appeal.

Governing Law – The Contract shall be governed by and construed in accordance with the laws of the Province of Québec.

Confidentiality – The Parties agree that the Contract is strictly confidential between the Parties and that neither Party shall disclose any information relating to the contents of the Contract to any third party; the contents of the Contract may however be disclosed to the Parties’ legal counsel, financial partners, lenders, banks and investors.

Copy and Signature – The Parties acknowledge that they have read and understood this Contract and have received a copy thereof. It is understood that the exchange by email of this duly signed document will be valid and legally binding on the Parties.