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ARTICLE 1 GENERAL: The TERMS and CONDITIONS outlined herein shall apply to the sale by Miriton Ltd., (hereinafter referred to as the COMPANY) of services (herein referred to as SERVICES).  These TERMS and CONDITIONS shall apply to all past present and future Contracts or work entered into between the COMPANY and the CLIENT for the SERVICES being furnished by the COMPANY.  The CLIENT shall be defined as any individual, association, proprietorship, partnership or corporation contracting with the COMPANY for its professional services.  ARTICLE 2 SUBCONTRACTING/ASSIGNMENT: The COMPANY is entitled, at any time, to use subcontractors to perform all or part of the Services. As a condition of any such written consent, such assignment shall be subject to the terms and conditions herein and no greater rights or remedies shall be available to the assignee.  ARTICLE 3 PERFORMANCE AND DELAYS: The dates of performance contained in the COMPANY'S proposal shall be interpreted as estimated, and in no event shall dates be construed as falling within the meaning of "time is of the essence".  The COMPANY shall not be liable for any loss or delay due to reasons beyond the reasonable control of the COMPANY such as war, riots, fire, floods, acts of civil or military authority including governmental laws, orders, priorities or regulations, act of the CLIENT, inability to obtain access to property or facilities, or delays caused by weather. In the event of delay in performance due to any such causes, the date of performance shall be extended to reflect the time lost by reason of such delay.  ARTICLE 4 PAYMENT: Payment is expected in full within thirty 30 days of receipt of invoice from the last day of the month that the invoice is received, unless prior arrangements have been made.  Accounts not paid within 30 days will be charged a late fee of 2-1/2% per month on the balance owed. The COMPANY shall be entitled to receive payment at monthly or other agreed upon intervals or work periods. Partial payment can be requested.  ARTICLE 5 INTELLECTUAL PROPERTY: The COMPANY grants the CLIENT a perpetual, non-exclusive and non-transferable license to use the drawings, plans, models, designs, reports, photographs, studies and other data (the "Documents") resulting from the performance of the Services. However, the Documents may not be modified or used for purposes other than the project for which they were prepared, without the prior written consent of the COMPANY.  The COMPANY is hereby released from any liability if the Documents are used for purposes other than the project for which they were prepared or if the Documents are modified, in any way, or quoted out of context, without the prior written approval of the COMPANY. The CLIENT undertakes to defend and hold harmless the COMPANY against all claims, damages and costs (including legal fees) resulting from such use or such modifications.  Any concept, product, process, idea, invention, method, technique or know-how resulting from the performance of the Services, whether patentable or not (“Intellectual Property”), remains the exclusive property of the COMPANY. Thus, the CLIENT waives and assigns to the COMPANY all rights, including moral rights applicable, which it could claim in any such Intellectual Property. The CLIENT further undertakes to sign, as required, any document required to give effect to the present provision, including any document to enable the COMPANY to file a patent application in any country in the world. However, the COMPANY grants the CLIENT a non-exclusive, perpetual and non-transferable license for the use of such Intellectual Property but limited only to the project for which it was developed.  ARTICLE 6 ADDITIONAL WORK: Additional work are professional services that are not foreseen when entering into the contract and which, for that reason, cannot be designated as being included in the contract, but which, with the written consent of the CLIENT and of the COMPANY, are subsequently added to the range of services described in the contract or which change its scope. Any additional costs incurred or to be incurred by the COMPANY for changes, revisions or additions to the services performed or to be performed under this contract shall be agreed upon in writing between the COMPANY and the CLIENT and paid in accordance to the current fee schedule of the COMPANY and the affiliated laboratories. The lists included on the COMPANY's Fee Proposals (services that are not offered, services that are not included, services that are to be provided and shown on drawings by others) are non exhaustive and are meant to generally inform some of the services that are not part of the scope. The onus is on the CLIENT to clarify with the COMPANY the extent of the included services.   ARTICLE 7 TAXES: The COMPANY'S proposal pricing does not include any present or future Federal, Provincial property, license, privilege, sales, use, excise, gross receipts or other like taxes or assessments which may be applicable to, measured by, or imposed upon, or resulting from the performance of the SERVICES.  Such taxes shall be the responsibility of the CLIENT to pay either directly to the authority imposing the tax or to reimburse the COMPANY, if the COMPANY is liable to the authority imposing the tax.  ARTICLE 8 HAZARDOUS MATERIALS: Unless otherwise stipulated in this contract, the COMPANY has no obligation concerning the discovery, presence, handling, removal or elimination of hazardous materials or human exposure to these materials, in any form whatsoever at the work site, including, but not limited to, asbestos, polychlorinated biphenyl (PCB), mold, fungi, yeasts, biocontaminants or any other by products resulting from them, or to any other toxic substance defined or not in the federal, provincial, territorial or municipal acts and regulations.   ARTICLE 9 RIGHT-OF-ENTRY: Unless otherwise agreed to, the CLIENT shall obtain right-of-entry to property, buildings, or facilities as required to perform the SERVICES.  Such SERVICES may include field testing, sampling, investigations, and the COMPANY shall employ reasonable care and precautions to minimize damage or interference with the normal operations of the OWNER.  However, the COMPANY shall not be liable for any cost incurred for restoration that may result from the performance of the Contract, unless previously agreed to in writing or if the damage is the direct result of this COMPANY'S negligence or wilful misconduct.  ARTICLE 10 ASSUMPTIONS: The foregoing fees are based on the scope of work as defined above. The client shall be responsible for all permit fees and applications as required. The COMPANY shall provide all information stamps and signatures as required to meet any and all permit applications as they pertain to the scope of work outlined herein. The CLIENT shall provide the COMPANY with all available drawings (CAD format) and relevant information pertaining to the scope of work.  ARTICLE 11 OWNERSHIP OF DOCUMENTS: All reports, field data and notes, laboratory test data, calculation, estimates, drawings, specifications, and other documents which the COMPANY prepares shall remain the property of the COMPANY. The CLIENT agrees that all reports and other work the COMPANY provides, which are not paid for, will be returned upon demand and will not be used for any purpose whatsoever.  Reports and other work resulting from the COMPANY'S performance of SERVICES are not intended or represented to be suitable for reuse by the CLIENT or any other party, except for the purpose for which such reports were intended, on extensions or modifications of the project for which these SERVICES were provided.  Reuse of reports or other work by the CLIENT or third parties on extensions or modifications or the project for which these SERVICES were provided without the COMPANY’S written permission, shall be at the sole risk of the user, without any liability on the part of the COMPANY. The CLIENT agrees to indemnify and hold the COMPANY harmless from all claims, demands, and expenses, including attorney's fees, arising out of such unauthorized reuse.  ARTICLE 12 WARRANTY FOR CONSULTING SERVICES: The COMPANY shall perform the consulting services, using that degree of care and skill ordinarily exercised, under similar circumstances by members of the profession practicing in the same or similar locality. The standard of care shall exclusively be judged as of the time the SERVICES are rendered and not according to later standards.  The CLIENT shall be obligated to promptly report any failure to conform to this warranty, in writing to the COMPANY within three (3) months after the issuance of any document, whereupon the COMPANY shall at its option, correct such nonconformity or reimburse the CLIENT the price of the SERVICES provided.  THE COMPANY MAKES NO OTHER REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESSED OR IMPLIED; AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED.  ARTICLE 13 INDEMNIFICATION: The COMPANY shall hold harmless and indemnify the CLIENT from any claims, demands, or liabilities for injury to or death of personnel, and damage to third party property, arising out of the negligent acts or omissions of the COMPANY, its officers, agents or employees.  HOWEVER, nothing herein shall be construed to mean that the COMPANY shall hold harmless and indemnify the CLIENT from claims, demands, or liabilities arising out of any acts or omissions of the CLIENT, its officers, agents or employees.  In the event that the Services are rendered, in whole or in part, on the property of the CLIENT or of a third party, the CLIENT shall hold the COMPANY harmless of any claim for damages to its property and shall name the COMPANY and its Subsidiaries, owners, sister companies as additional insured on its policies with a waiver of subrogation from its insurers.  ARTICLE 14 LIMITATION OF LIABILITY: The remedies of the CLIENT set forth herein are exclusive, and the total liability of the COMPANY with respect to this Contract and services furnished, shall not exceed the fee amount of this agreement. No claim may be brought against the COMPANY in contract or tort more than six (6) months after the services are completed as deemed by the COMPANY or terminated under this Agreement.   For the purposes of the limitation of liability provisions contained in the Agreement of the parties herein, the CLIENT expressly agrees that it has entered into this Agreement with the COMPANY, both on its own behalf and as agent on behalf of its employees and principals.   The CLIENT expressly agrees that the COMPANY’S employees and principals shall have no personal liability to the CLIENT in respect of a claim, whether in contract, tort and/or any other cause of action in law. Accordingly, the CLIENT expressly agrees that it will bring no proceedings and take no action in any court of law against any of the COMPANY’S employees, principals or directors in a personal capacity.  No claim can be made more than six (6) months after the services are completed as deemed by the COMPANY or terminated under this Agreement. Both parties agree to suspend the ultimate limitations period. This limitation of liability does not apply to claims for personal injury. Without limiting the generality of the foregoing, the COMPANY is in no way liable for any damages or losses resulting, occasioned or arising from: • Failure or delay caused by any contractor or subcontractor engaged by the CLIENT in the performance of any work. • Defects relating to any equipment supplied or designed by the CLIENT or by other subcontractors or professionals. • The actions of the CLIENT, its employees and / or representatives. • Any inaccuracy or error in the information or data provided or designed by the CLIENT or by other subcontractors or professionals. • Equipment (equipment, computers, software, etc.) provided or loaned by the CLIENT or by others for the performance of the Services. • Soil contamination or other environmental impacts. • Underground structures. • Delay in the performance of the Services due to circumstances beyond the control of the COMPANY. • Decisions made by the CLIENT in relation to the project, without the COMPANY’S involvement or consent. • Loss of use, income, profits or earnings of the CLIENT resulting from delays in production or production stoppages, increased construction or manufacturing costs, or any other special, punitive, consequential or indirect damages or costs and costs arising from reconstruction or repair, whether on a contractual or non-contractual basis. • Distribution or dissemination of documents or reports prepared by or on behalf of the COMPANY for the exclusive use of the CLIENT to third parties without the COMPANY’S consent; the CLIENT further agrees to defend and to hold the COMPANY, its directors, officers and employees harmless of any claims or damages (including legal fees) claimed by a third party in this regard. • The inaccuracy of cost estimates and expenses incurred in excess of any estimate.  For more accuracy: The COMPANY is not responsible for delays or failures in the provision of the Services if the cause is beyond its control and cannot be attributed to an error or negligence on its part, including without limitation, cataclysms, acts of war (declared or not), pandemics, insurrections, revolutions, blockades, criminal acts, terrorism, acts of the government, deficiencies or inaccuracy of the technical data from the CLIENT or any other act of the latter, quarantines, strikes, work stoppages, strikes or labor disputes, extraordinary weather disturbances, inadequate supply of public services and other resources, delays in transportation and financial difficulties or failures, including insolvency or bankruptcy, of a major supplier or subcontractor of the COMPANY.  ARTICLE 15 INDEPENDENT CONTRACTORS: The COMPANY is an independent contractor and shall not be regarded as an employee or agent of the CLIENT.  ARTICLE 16 INSURANCE The COMPANY shall maintain as a minimum the following types and levels of insurance coverage throughout the period of performance of the Contract.  Commercial General Liability - $5,000,000 Automobile Liability - $1,000,000 Professional Liability - $2,000,000  The COMPANY shall issue to the CLIENT, upon written request, a Certificate of Insurance as proof of coverage.  Should the CLIENT require additional insurance, special endorsements, or increased coverage, the COMPANY shall review such request, and where such requests do not conflict with COMPANY policy, a best effort will be made to secure the same.  All costs associated with these requirements shall be borne by the CLIENT.  ARTICLE 17 TERMINATION: This agreement may be terminated upon 30 days’ written notice by either party. At the time of such termination, the CLIENT shall pay to the COMPANY the fees for the Services rendered as well as all expenses incurred by it in the performance of the Services.   ARTICLE 18 GOVERNING LAW: The TERMS and CONDITIONS of the Contract, and any act, agreement or transaction to which they shall apply, or which are contemplated hereby or hereunder, shall be governed by, and construed and interpreted in accordance with the laws of the Province of Ontario.  The COMPANY shall interpret the codes and regulations to apply them to the project. However, the CLIENT acknowledges that their interpretation by the competent authorities may be amended to the point where it differs from that of the COMPANY, in a manner in which the latter could not reasonably foresee. In such a case, the COMPANY shall not be held responsible for any damage and has the right to make the necessary changes to the documents, at the client’s expense.  If the codes, acts, standards or regulations are amended during or after preparation of the drawings and specifications, the COMPANY shall be remunerated on an hourly basis, at the aforementioned rates, for any amendments to be made to those documents.  The financial responsibility of the COMPANY shall be limited to the fee amount of this agreement, regardless of the issue in dispute. Any claim resulting from this mandate shall be addressed to the COMPANY. In no case shall its employees, directors and administrators be held personally responsible for damages incurred by the client.  ARTICLE 19 PARTIAL INVALIDITY: If any term, covenant, condition or provision is found by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions of these TERMS and CONDITIONS shall remain in full force and effect, and shall in no way be affected, impaired or invalidated thereby.  ARTICLE 20 SETTLEMENT OF DISPUTE: In the event of a dispute, a party shall send to the other party a written notice (the "Notice") in which it sets out the details of the matter in dispute with all the supporting documentation where applicable. Upon receipt of the Notice, the parties agree to engage in a conciliation process undertaken by an ad hoc committee composed of a senior officer of each party. Said committee shall then attempt to settle the dispute in good faith and in a reasonable and diligent manner. If the parties cannot resolve the matter within a reasonable amount of time as agreed by both parties, the parties will submit the dispute an arbitrator. Ordinary courts shall not be used in the settlement of disputes.   ARTICLE 21 NON-SOLICITATION: Each of the parties undertakes, for the duration of the project which is the subject of this Agreement and for the 12 months following the end of the Services, not to, directly or indirectly, solicit the employees of the other party either for his own benefit or that of another person or entity. Notwithstanding the foregoing, it is understood that it is not the intent of this provision to prohibit a party from hiring an employee of the other party who submits an application in response to an offer of employment that is not directly aimed at the other party or its employees.  ARTICLE 22 MANDATORY NOTICE:  All documents and communications (verbal or written) prepared and provided by the COMPANY are confidential and carry the following advice:  NOTICE  This document or communication describes the professional opinion of the COMPANY as to the topics covered. It has been formulated on the basis of its professional skills in this field and with the necessary precautions. The document should be interpreted in the context of the methodology, procedures and techniques used, the assumptions of the COMPANY as well as the circumstances and constraints that prevailed during the execution of this mandate. This document is prepared for the purpose defined in the Offer, and is for the sole use of the CLIENT, whose remedies are limited to those provided in these Terms and Conditions. It must be read as a whole, meaning that an isolated portion or extract cannot be taken out of context.  When estimating costs, the COMPANY follows a method appropriate in the light of the degree of accuracy sought and is based on its professional competence in this field. The COMPANY cannot be held responsible for any discrepancies that fall outside the indicated margin of error. Unless expressly stated otherwise, the COMPANY has not cross-checked the assumptions, data and information from other sources (including those of the CLIENT or third parties) on which its estimate is based. The COMPANY assures no accuracy and declines all responsibility in this regard.  The COMPANY further disclaims any liability to the CLIENT and third parties with respect to the use (publication, referral, reference, quotation or dissemination) of all or part of this document, as well as any decision or action taken based on this document.  Reviewed material, furnished by others, is expected to be free of latent deficiencies or inaccuracies.  Calculations were performed for this report, but form only the basis for recommendations within the report and are not to be used as the basis for design. In issuing this document or communication, the COMPANY, does not assume any of the duties or liabilities of the designers, builders, owner or property managers.  Persons who use or rely on the contents of this report do so with the understanding as to the limitations of the documents examined.  Such persons understand that the COMPANY cannot be held liable for the damages they may suffer in respect to the design construction, purchase, ownership, use or operation of the building. ARTICLE 23 VALIDATION:  This fee proposal is valid for 30 days from date of issuance.    ARTICLE 24 ENTIRE AGREEMENT: The TERMS and CONDITIONS represent the entire understanding and agreement between the parties and supersede any and all prior agreements, whether written or oral, that may exist between the parties, third parties, or other stakeholders regarding the same building and/or project.  By accepting the COMPANY to perform any work on past, existing, or future projects (even without a signed agreement), the CLIENT agrees to abide to these Terms and Conditions. Any failure by either party to enforce any provision of this Agreement does not constitute a waiver of any provision of the Terms and Conditions or the Offer. No modification or addition to these Terms and Conditions or the Offer will be valid unless made in writing and duly signed by the authorized representatives of both parties.  This Contract may be amended or modified only by a written amendment to the contract signed by both parties.  YOUR SIGNATURE INDICATES ACCEPTANCE OF THE PROPOSAL REFERENCED ABOVE, THE CONTRACT DOCUMENTS AND THE TERMS AND CONDITIONS UNLESS EXPRESSLY MODIFIED IN WRITING.