References made to the “Servicing Agreement” below are in reference to the Chanelle Tye Equity & Inclusion Services Agreement entered into between you and us. In accordance with Section 7(b) of the Servicing Agreement, below are additional terms and conditions applicable to our engagement with you (our “Additional Terms and Conditions”). Please review these Additional Terms and Conditions carefully, as the Additional Terms and Conditions, together with the Servicing Agreement (collectively, the “Agreement”), make up our entire agreement between you and us.

Capitalized terms have the meaning defined in the Servicing Agreement.

1.  INDEPENDENT CONTRACTOR RELATIONSHIP

(a)  Independent Contractor. We and each of our personnel will remain at all times an independent contractor and not an employee or dependent of you.  Nothing in the Agreement will be construed to create any association, partnership, joint venture, agency, fiduciary or employment relationship between us, our personnel and you. We and our personnel will not be eligible to participate in any benefit or compensation plans offered by you to your employees.

(b) Withholdings. You will have no liability or responsibility for withholding or remitting any income, payroll, or other federal or provincial taxes applicable to us, including employment insurance remittances, pension plan contributions, employer health tax, or worker's compensation insurance premiums for us or our personnel.  We and our personnel are responsible for these withholdings and remittances.  We will be fully responsible for our personnel and we will indemnify you against any claims made by or on behalf of any of our personnel against you for any claim for unpaid wages, overtime, vacation pay, or any other claim under employment standards legislation. 

2.  EXCLUSION OF DAMAGES; LIMITATION OF LIABILITY

(a)  Exclusion of Damages; Limitation of Liability.  In no event will we, our personnel or any of our respective directors, officers, shareholders, employees, agents or contractors be liable for any incidental, indirect, special, punitive, or consequential damages of any kind, including economic damage, loss, or injury to property, lost profits, lost business opportunity or failure to realize expected savings, whether arising under or in connection with the Agreement, including in contract, tort (including negligence), or otherwise, and regardless of whether such damages were foreseeable.  In no event will our, our personnel’s, or our directors, officers or employees aggregate liability to you for damages arising out of or related to the Agreement or the performance of the Services, whether arising out of breach of contract, tort (including negligence), or otherwise, exceed the fees actually paid by you to us under the Agreement.

(b)  Indemnification.  You agree to indemnify, defend and hold us, our personnel and our respective officers, directors, shareholders, employees, agents and contractors (the “Indemnitees”) harmless from and against any and all suits, claims, losses, damages, liabilities, expenses and any other costs (including reasonable legal fees) which an Indemnitee may incur or be liable for arising out of any claims against an Indemnitee (including third-party claims) resulting from the performance of the Services, including any and all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, arising out of or resulting from: (i) any bodily injury, death of any person, or damage to real or tangible personal property, resulting from our or our personnel’s acts or omissions; and (ii)  your breach of any obligation under the Agreement

3.  INTELLECTUAL PROPERTY MATTERS

(a) Rights.  You may not, without our consent, use any of the Deliverables or the Intellectual Property Rights. If we do consent, our consent may be subject to further fees, which are in addition to the Fees, and our consent may also be subject to further terms and conditions.

(b) Marketing.  You agree to grant us a limited, non-exclusive, non-transferable right and licence to use your name and trademarks solely in connection with the marketing and promotion of our business.

4.  CONFIDENTIAL INFORMATION

(a) Confidential Information, "Confidential Information" means information that is treated as confidential and/or proprietary by the party sharing such information, including, without limitation, information pertaining to the business of such party, the Services and any Deliverables, and the terms of the Agreement, in each case whether spoken, written, printed, electronic or in any other form or medium. We, and on behalf of our personnel, acknowledge that in the course of providing the Services, we and our personnel may receive or have access to information that is treated as confidential and proprietary by you. Additionally, you, and on behalf of your personnel, acknowledge that you and your personnel may receive or have access to our Confidential Information in the course of us providing the Services and Deliverables.

(b) Use of Confidential Information.  Each party, on behalf of itself and its personnel, agrees to treat all Confidential Information of the other party as strictly confidential and only use the Confidential Information for the purpose of the Services. Neither party will, without the prior written authorization of the other party: (i) use any Confidential Information for its or any other person’s benefit; or (ii) disclose any Confidential Information to any other person.

(c) Non-Confidential Information.  Confidential Information will not include information that is or becomes generally available to the public, other than through our breach of the Agreement or is communicated to us or our personnel by a third party that had no confidentiality obligations with respect to such information.  If, either during or after the Term, we are compelled or required to disclose any Confidential Information by law or court order or pursuant to any requirement, request or process of any legal, regulatory or governmental authority, we will: (i) give you prompt prior written notice of such requirement, request or process so that you may seek, an appropriate protective order or other remedy; and (ii) cooperate with you to obtain such protective order or other remedy.

(d)  Contractor Personnel Agreement to be Bound.  If you need it, we will require each of our personnel to execute written agreements securing for you the rights provided for in this Section 4 of these Additional Terms and Conditions prior to our personnel providing or performing any Services under the Servicing Agreement.

5.   INSURANCE

(a) Our Insurance.  During the Term, we will have and maintain in force commercial general liability insurance in amounts and on terms needed in our discretion.  

(b) Your Insurance.  During the Term, you will have and maintain in force commercial general liability insurance in amounts and on terms needed that will cover us and our personnel in the course of providing you the Services at your premises.

6.  MISCELLANEOUS

(a) Public Announcements.  You may not, without our prior written authorization (in each instance), issue any press release or make any other form of public announcement about the Agreement or the Services.

(b) Successors and Assigns.  The Agreement will be binding on and will enure to the benefit of us and you and our and your successors and permitted assigns. Nothing in the Agreement, express or implied, is intended to or will confer upon any other person any legal or equitable right or benefit of any nature whatsoever. You may not assign the Agreement without our prior written consent.

(c) Sections and Headings.  The division of the Agreement into Sections and the headings in the Agreement are inserted for convenience or reference only and are in no way intended to describe, interpret, define, affect the construction of or limit the scope, extent or intent of the Agreement or any provision of the Agreement.

(d) Amendments and Waivers.  Any amendment to the Agreement must be in writing and executed by both parties. No waiver by any party of any of the provisions of the Agreement will be effective unless it is set in writing and signed by the waiving party. No waiver of any provision in the Agreement will be deemed or constitute a waiver of any other provision. No failure to exercise, or delay in exercising, any right arising from the Agreement shall operate or be construed as a waiver of such right.

(e) Survival.  All terms and conditions under Section 1, Section 2, Section 3 and Section 4 of these Additional Terms and Conditions will survive the termination of the Agreement whether the termination is initiated by us or by you, on a with or without cause basis, or by mutual agreement, or whether the termination is lawful or unlawful. 

(f) Invalidity.  If any term or provision of the Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will apply to the term or provision only to the extent that invalidity or unenforceability, and will not affect any other term or provision of the Agreement.

(g) Independent Legal Advice.  You acknowledge having been given the opportunity to obtain independent legal advice, and being advised to do so by us with respect to the terms of the Agreement prior to its execution, and you further acknowledge and agree that you understand the terms of, and your rights and obligations under, the Agreement.

(h) Entire Agreement.  These Additional Terms and Conditions, together with any other documents incorporated herein by reference and related Schedules, constitutes the sole and entire agreement of the parties to the Agreement with respect to the Services and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.