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SERVICE AGREEMENT

BETWEEN:CLIENT INC., a properly constituted legal person under the Business Corporations Act, having its head office and principal place of business in ______, -city-, Province of Quebec, represented herein by ______, duly authorized to be party hereto, as stated;

(hereafter: “Client”)

ET:

ANDSERVICE PROVIDER INC., a properly constituted legal person under the Business Corporations Act, having its head office and principal place of business in ______, -city-, Province of Quebec, represented herein by ______, duly authorized to be party hereto, as stated;

(hereafter: “Service Provider”)

WHEREASService Provideris a business specializing in the field of computing;

Add specific and/or technical clarifications related to the service provider’s particular area of expertise if applicable.

WHEREASClientseeks to retain the services of Service Providerbecause of its expertise in that particular field;

WHEREASService Provideragrees to provide said specialized services to Clientsubject to the termsand conditions as outlined below;

WHEREAS it is the intention of the parties that their respective obligationsbe regulated and interpreted in accordance with the rules specific to business and/or service agreements as provided for in the Civil Code of Quebec, for all legal purposes andto the exclusion of any other incompatibleinterpretation;

WHEREAS it is in the interest of the parties hereto to record in writing the terms, modalitiesand conditions governing their business relationships in a private agreement;

IN CONSIDERATIONOF THE ABOVE, THE PARTIES AGREE AS FOLLOWS:

  1. PREAMBLE
  2. The preambleis an integral part of this agreement.
  1. SUBJECT
  2. Clientis retaining the services of Service Providerto perform specific work in the field of computing, and Service Provideragrees to perform such work in compliance with the agreed upon specifications, as defined in Annex A, attached hereto.

In Annex A, include all relevant informationconcerning the specific work that will have to be done by the service provider.

  1. TERM OF AGREEMENT
  2. This agreement shall take effect as of -start date-and terminate on -end date-, for a total term of -term- (XX)months.

When the present mandate expires, a new detailed service agreement, or at least a new annex, must be concluded by the parties for any additional separate mandate, if applicable. The mandate’s start and end dates must be specified in it.

Avoid any mention of automatic renewal of the agreement.

  1. SERVICE PROVIDER’S OBLIGATIONS
  2. Service Provideris fully responsible for properlyperforming the work assigned it herein.
  3. It agrees to act in the best interests of Client, exercising prudence and diligence,during performance of the work.
  4. It also agrees to do everything in accordance with applicable practices and rules in the field.

This agreement states that, as an independent business, the service provider is proficient in its field, and its work requires no supervisionor guidance or control by a higher authority.

4.4.Service Provider assumes sole control and management of the related work described herein. It determines and selects the methodsused, along with all operations, facts and actions performed or omitted in the performance of its obligations.

4.5.Service Provider agrees toprovide, as circumstances permit,all the work tools needed to deliver its services.

4.6.Service Provider agrees to give Client, as circumstances permit, any useful information concerning the nature of the work it agrees to perform and the goods and times needed for that purpose.

4.7.Service Provider agrees toobtain and maintain for the term hereof all valid permits, licensesand other authorizationsrequired to perform the work.

4.8.Service Provideragrees at all times for the term hereof to respectall applicable laws and regulations.

4.9.Service Provider agrees toobtain and maintain insurance covering its liability for the term of the agreement and provide any proof of the existence and validityof said insurance at Client’s request.

This clause is optional but might be required by the client.

4.10.Service Providerwill be fully liable for any loss or damage caused to Clientor to a third party due to its mistakes, omission, negligence, carelessness or delayed execution, or the total or partial non-performance of any of its obligations to Client.

This may be mentioned or not insofar as it only informs the parties of an extra-contractual liability already set out in article 1457 of the Civil Code of Quebec.

4.11.Service Provider agrees to respectthe delivery deadline agreed upon between the parties and as set forth in Annex A,and agrees to immediately inform Clientof any delay that may affect the delivery date agreed uponbetween the parties.

  1. CLIENT’S OBLIGATIONS
  2. Client agrees togive Service Providerthe necessary access to the place where the work is to be done and to the systems, especially any relevant and/or available information or data, such as access codes,access cards, etc.
  3. Clientis required to receive the finished product at the end of the workperformed by Service Providerin accordance with the agreed uponspecifications and as described in Annex A.

This clause, stipulated in the Civil Code of Quebec,obliges the client to recognizeall the work done by the service provider once the latter has completed its delivery. The client’s confirmation, approval or assent is not required toestablish the end and delivery of the work. As such, the clientmay not ignore or refuse the payment it must pay in compensation for performance of the work.

5.3.Nevertheless, Clientreserves the right to refusethe delivery of any work that fails to comply with the agreed uponspecifications, as set forth in Annex A, and will be able to demand that Service Provider, at its own expense, make all necessary corrections. In such case, the deadlines shall not be pushed backwithoutClient’s assent, which assent may be refused at Client’s discretion. As a consequence, Clientwill be able to withhold paymentof any invoice payable to Service Provider.

  1. FEES AND OTHER EXPENSES
  2. In consideration of the services delivered by Service Provider, Client agrees topay it hourly fees based on the rateestablished below:
  3. Type Awork: $____.00per hour
  4. Type Bwork: $_____.00per hour.

It is also possible to include working for a lump sum (or fixed amount) without the hours being counted. In that case, clause 6.1 will have to be replaced by the following:

“In consideration of the services delivered by Service Provider, Client agrees to pay it a total fixed amount of ($$$)as payment for its fees.”

Or, in the case ofusing an agreed upon time bank:

“In consideration of the services delivered by Service Provider, Client agrees to pay it fees that do not exceed the agreed upon initial total amount of $______, representingapproximately ______hours of work at the agreed upon rate. Any additional work required shall be covered by a prior written agreement concluded between the parties.”

6.2.The expenses required by and associated with performing the work described herein by Service Provider, as defined in Annex A, are the responsibility of Clientand will be billed to it by Service Provider.

6.3.The fees and expenses described herein will be billed and sent to Client by Service Provider as the work progresses, or within the time described in the practices established by parties.

6.4.Said invoice shall be accompanied by a detailed account of the work done describing the services provided during that period and, if applicable, describing the expenses incurred by Service Providerunder these terms and conditions.

6.5.All applicable taxes, including GST and TVQ, will be charged to Clienton the amounts billed by Service Provider.

  1. TERMS AND CONDITIONS OF PAYMENT
  2. Client agrees topay all invoices issued by Service Providerwithin thirty (30) days following the date of receipt, failing which, the unpaid balance will bear interest at a rate of ___%a year.
  1. CONFIDENTIALITY
  2. Service Provider acknowledges that all the information and all the documents placed at its disposal, learned or acquired by any means whatsoever, or produced, in connection with or during the execution of this agreement, are the exclusive property of Client and are confidential, and Service Provider agrees to treat them as such.
  3. Service Provider agrees toreturn to Client, upon termination of this agreement, all documents placed at its disposal for the executionof this agreement and never to disclose, without prior written agreement from Client, any or all of said documents or the information they contain.
  4. Should a third party (consultant, expert, etc.) be involved in the performance of the work herein by Service Provider, Client will be able to demand that such a person sign a confidentiality agreement.
  1. NON SOLICITATION

9.1.Service Provideragrees and undertakes to Client, for the term of this agreement and any renewal thereof, and for a periodof one (1) year following its termination, not to solicit or hire in any way, directly or indirectly, as an employee, consultant or any other title whatsoever, any of the employees, officers, executives or other people (hereafter collectively the “Employees”for the purposes of this article) working full or part time for Client at the time when the period of one (1) year begins, and in noway will attempt to, directly or indirectly, encourageone or other of said Employees to leave their job.

For the purposes of the preceding provisions:

9.1.1Any member ofClient’s personnel who agrees, during the above-mentionedperiodof prohibition, to work or provide any service whatsoever for monetary or other compensation to any person butClient,in which the violator might have, directly or indirectly, any interest whatsoever, whether as owner, investor, shareholder, director, employee or officer, will be construed to have been solicited;

9.1.2 Any person who, on the date of signature or upon termination of the service agreement, is an employee of Client will be deemed to be in Client’s employment;

  1. INTELLECTUAL PROPERTY
  2. Service Provideracknowledges that, during the performance of the work herein, all contributions, including but not limited to, tasks, works, drawings, innovations, discoveries, inventions or developments, and their adaptation or modification, whether such contributions are protected or notunder any applicable law, when such contributions are made, designed, created, realized or materialized by it or with its cooperation for the term of this agreement, arefully and exclusively the property of Client.
  3. Therefore, Service Providertransfers to Client, as they arise, all its rights, titles and interests in or with regard to them and hereby agrees, at Client’s request, to signany document that Clientconsiders useful or necessary to give effect to this commitment.

This clause is not mandatory and is provided here just as an example.

It is, however, one of the key aspects of the agreement that should be considered to clarify the ownership of the rights to the work once it has been completed and submitted by the service provider.

This is a negotiableclause, the mention, scope and/or terms and conditions of which may be discussed and agreed upon to the parties’ mutualsatisfaction.

  1. TERMINATION
  2. Clientreserves the right to unilaterally terminate this agreement for all legal purposes at any time during the term of this agreement if Service Providerfails to respect one or other of the terms, conditions or obligations imposed upon it herein.

The client may unilaterally and without notice terminate the project for any reason whatsoever. However, it must pay the service provider’s fees for the work it has already done.

However, the service provider may not decide to terminate the agreement unilaterally without serious ground.The law provides that only the clienthas that power.

11.2.In the event of termination by Client, the latter will be responsiblefor paying for all services provided herein by Service Providerup to the date of termination.

11.3.Service Providermay unilaterally terminate the agreement only on serious grounds and, even then, it may not do so at an inopportune moment; otherwise, it is liable for any injury caused to Clientby such termination.

The Civil Code of Quebecdoes not clearly define all situations that might be qualified as “serious grounds”. This concept is, however, based on good faith and the submitted proof and circumstances of the case.Also, “inopportune”indicates an inappropriate timelikely to causeirreparable injury to the client.

11.4.When it terminates the agreement, Service Providershall do all that is immediately necessary to prevent any loss for Client.

  1. DISCLOSURE
  2. The parties hereto agree that they have informed the other party of any matter that may affect the legal basis of the relationship, neither Clientnor Service Providerhavingknowinglyomitted a piece of information,which, if known, would have the effect of causing one or other of the parties to choose not to initiate the business relationship.
  3. FORCE MAJEURE
  4. Neither of the parties may be held liable for any reason whatsoeverfor failure to perform its obligations herein in the event of force majeure, or any event beyond its control that delays, interrupts or prevents the performance of its obligations.

13.2.Force majeure is any cause which is not dependent on the will of the parties heretoand could not have been reasonably anticipated or foreseen or against which the party could not protect itself. Force majeure includes, but is not limited to, any accident, strike, partial or complete work stoppage, lock-out, fire, uprising, intervention by civil or militaryauthorities, acquiescence to rules or directives from any governmentauthoritiesand an act of war, whether declared or not.

In accordance with the principle “Nobody is expected to do the impossible.”

  1. GENERAL PROVISIONS
  2. Interpretation: In the event Service Provider’s tax statusis called into question by government authorities,qualifying it as being in a relationship between an employer and its employee, contrary to the intention of the parties and the terms of this agreement, the terms of which have the opposite effect, Client agrees togive full effect to the parties’ mutual intention and to the terms of this agreement, it being understood that nothing in this agreement may be construed as releasing or being interpreted as releasing Service Providerfrom its responsibilitiesor obligations as an independentcontractor or as creating a relationship of subordination.
  3. Adaptation: If a provision herein violates any law, it shall be interpreted, as applicable, in order to make it cwith the law or, failing that, in the way mostlikely to respectthe parties’ intentionwithout deviating from the regulations of such law.
  4. Validity:Any decisionhanded down by a court to the effect that any of the provisions herein is invalid or unenforceable will in no way affect the other provisions or their validity or enforceability.

14.4.Written notice: Any notice required herein shall be given in writing and is deemed to have been given if it is delivered by hand or if it is sent by registered mail to the addressesindicated in the preliminarysection identifying the parties hereto.

14.5.Complete agreement: The parties acknowledge that this agreement and its associated annexes constitute a full, faithful and complete reproduction of the agreement they entered into with each other and replace any earlier agreement or any commitment to the same effect, whether verbal or written.

14.6.Modification: Any modification to this agreement or any waiver of a right arising therefrom will have no effect if it is not explicit and recorded in a written document signed by the parties hereto.

14.7.Non-waiver: The fact that a party did not insist on the full performance of one of the commitments set forth herein or did not exercise one of the rights conferred upon it herein shall not be construed as a waiver for the future of such right or to the full executionof that commitment. Notwithstanding any provision to the contrary,no waiver by one of the parties of any of its rights shall have effect unless concluded in writing, and such waiver is attributable only to the rights and circumstancesexpressly covered by such waiver.

14.8.Related parties: This agreement binds the parties, their representatives, their successorsand assigns and is interpreted under the laws and regulations in force in the Province of Quebec.

14.9.Deadline: The deadlines indicated herein and in any accessory document are mandatory.

14.10.Judicial district: The parties hereto make their home in the judicial district of Longueuil.

14.11.Laws of Quebec: This agreement is subject to the laws of the Province of Quebec.

IN WITNESS WHEREOF, THE PARTIES SIGNED AT______,

THIS ______2012

CLIENT INC.SERVICE PROVIDER INC.

______

Per:Ms./Mr.XYZ, Per: Ms./Mr. ABC

Authorized representativeAuthorized representative

ANNEX“A”

TO THE SERVICE AGREEMENT

concluded in the City of , on ______

A-SERVICES RETAINED

(Detail the deliverable/result covered by the agreement.)

Clearly describe the deliverable and the specific result that must be produced. It will be the subject of the agreement. It is important to use appropriate, precise technical terminology.

It may be relevant to ensure the description is presented subject to any adjustment made necessary because itwas impossible to predict it at the start, especially due to an accident, complication or modification of the deliverable or specific result to be produced for any reason whatsoever.

B-AGREED UPON SPECIFICATIONS

Specify any constraint in the agreement that must be announced to the service provider.

C-RESOURCE RETAINED

The identificationof a specific resource is not illegal in itself. However, the business relationship exists between the client and the service provider.

D-DELIVERY TIME

Deadline for delivery of the work done by Service Provider: ______.

______