Terms and conditions

For good and valuable consideration, the receipt and sufficiency of which each party acknowledges, the parties agree as follows.

1. Services

Contractor shall perform consulting services (the "Services") to or for the benefit of Client in accordance with the specifications (the "Specifications") set out in work orders (each of which is a "Work Order") entered into from time to time pursuant to these Terms and Conditions.

1. If there is a conflict between these Terms and Conditions and a Work Order, these Terms and Conditions shall prevail except to the extent that the Work Order specifically refers to the conflicting provision and overrides it.
2. From time to time, Client may submit a written change order to request any changes, including additions to or deletions from the Services, or in the specifications or drawings for any of the Services. If such change affects the fees or dates within the Work Order, Contractor shall advise Client of the proposed change to the fees or dates. No such change in the fees or dates shall be effective until approved in writing by Client (the "Change Order"), following which these Terms and Conditions shall apply to any changes, additions, deviations, or additional Services ordered by Client in like manner and to the same extent as to the Services originally contracted for herein.
3. Contractor will use reasonable efforts to complete the performance of the Services within any agreed-upon timeframe. It is understood and agreed that Contractor's Services may include advice and recommendations, but all decisions in connection with the implementation of such advice and recommendations shall be the responsibility of, and made by, Client. Contractor will not perform management functions or make management decisions for Client.
4. Nothing in these Terms and Conditions shall be construed as precluding or limiting in any way the right of Contractor to provide Services of any kind or nature whatsoever to any person or entity as Contractor in its sole discretion deems appropriate.

2. No restriction

Except as otherwise set out herein, Client should be aware that it is not uncommon for Contractor to be advisors to competitors of the Client. In such situations, Contractor takes appropriate measures to ensure that strict confidentiality is maintained in all respects.

3. Client responsibilities

1. Client agrees to cooperate with Contractor in the performance of the Services under these Terms and Conditions and shall provide or arrange to provide Contractor with timely access to and use of the personnel, facilities, equipment, data, and information to the extent necessary for Contractor to perform the Services under these Terms and Conditions. Client shall be responsible for the performance of its employees and agents and for the accuracy and completeness of all data and information provided to Contractor for purposes of the performance by Contractor of its Services hereunder. The Work Order may set forth additional responsibilities of Client in connection with the engagement. Client acknowledges that Client's failure to perform these obligations could adversely impact Contractor's ability to perform its Services and may result in additional fees and/or delays in completion of work.
2. Client agrees that Client, and not Contractor, shall perform the following functions:
   1. Make all management decisions and perform all management functions.
   2. Designate an individual who possesses suitable skill, knowledge, and experience, preferably within senior management, to oversee the performance of the Services outlined in the Work Order, and to evaluate the adequacy and results of such Services.
   3. Accept responsibility for the results of such Services.
   4. Establish and maintain internal controls over the processes with which such Services are concerned, including, without limitation, monitoring ongoing activities.
3. Client acknowledges and agrees that Contractor will, in performing the Services, base its conclusions on the facts and assumptions that Client furnishes, and that Contractor may use data, material, and other information furnished by or at the request or direction of Client without any independent investigation or verification, and that Contractor shall be entitled to rely upon the accuracy and completeness of such data, material, and other information. Inaccuracy or incompleteness of such data, material, and other information furnished to Contractor could have a material effect on Contractor's conclusions.
4. Client acknowledges that information made available by it, or by others on Client's behalf, or otherwise known to partners or staff of Contractor who are not engaged in the provision of the Services, shall not be deemed to have been made available to the individuals within Contractor who are engaged in the provision of the Services hereunder. Client undertakes that, if anything occurs after information is provided by Client to Contractor to render such information untrue, unfair, or misleading, Client shall promptly notify Contractor.

4. Reporting

1. During the performance of the Services, Contractor may supply oral, draft, or interim advice, reports, or presentations, but in such circumstances Contractor's written advice or final written report shall take precedence. No reliance should be placed by Client on any oral, draft, or interim advice, reports, or presentations. Where Client wishes to rely on oral advice or oral presentation, Client shall inform Contractor and Contractor will provide documentary confirmation of the advice concerned.
2. Subsequent to the completion of the engagement, Contractor will not update its advice, recommendations, or work product for changes or modification to the law and regulations, or to the judicial and administrative interpretations thereof, or for subsequent events or transactions, unless Client separately engages Contractor to do so in writing after such changes or modifications, interpretations, events, or transactions.

5. Fees and reimbursement of expenses

Client shall pay Contractor the fees set out in each Work Order on the dates and in the manner set out in each Work Order (the "Fees"), plus any applicable taxes and any expenses Client has pre-approved in writing. Contractor shall not exceed any maximum fees specified by any Work Order without Client's prior written approval.

6. Invoicing and payment

1. Deposits are due upon signing Work Orders. No related work or dates are confirmed until deposit is received.
2. Unless the Work Order says otherwise, Contractor shall invoice Client monthly for Services performed in accordance with the Specifications, and Client shall pay invoices within thirty (30) days of receipt.
3. Without limiting its rights or remedies, Contractor shall have the right to halt or terminate entirely its Services until payment is received on past due invoices.

7. Confidentiality

1. Except as described in section 8, Client will treat in confidence any Contractor methodologies, know-how, knowledge, application, or software, and will not use or disclose such confidential information of Contractor to others.
2. Contractor will treat as confidential all proprietary information obtained from Client in the course of the engagement and, except as described in this section, Contractor will only use such information in connection with the performance of its Services.
3. The above restrictions shall not apply to any confidential information that:
   1. Is required by law or professional standards applicable to Contractor to be disclosed.
   2. Is in or hereafter enters the public domain.
   3. Is or hereafter becomes known to Client or Contractor without breach of any confidentiality obligation.
   4. Is independently developed by Client or Contractor.
4. Contractor shall be entitled to include a description of the Services rendered in the course of the engagement in marketing and research materials, and disclose such information to third parties, provided that all such information will be rendered anonymous and not subject to association with Client.

8. Intellectual property in work product

Contractor retains all rights in all methodologies, templates, forms, samples, tools, interfaces, know-how, knowledge, applications, and software developed by Contractor either prior to or during the engagement ("Contractor Property"). Contractor acknowledges and agrees that upon full payment for the Deliverables, Client shall own all rights in and to the Deliverables, except for those components which are part of the Contractor Property. Excluding the Deliverables, Contractor also retains all rights (including copyright) in all reports, written advice, and other documents and materials developed by Contractor during the engagement. Unless specifically stated in a Work Order, all reports and written advice are intended solely for Client's internal use and may not be edited, distributed, published, or made available by any other person without Contractor's express written permission. If such permission is given, Client shall not publish any extract or excerpt of Contractor's written advice or report or refer to Contractor without providing the entire advice or report at the same time. Subject to the restrictions of Section 7, Contractor is entitled to use or develop the knowledge, experience, and skills of general application gained through performing the engagement.

9. Personal information consents and notices

Contractor may be required to collect, use, store, and disclose personal information about individuals in the delivery of Services. Client represents and warrants that it will obtain from individuals all consents required by law to permit Contractor to collect, use, store, and disclose all personal information reasonably required in the delivery of Services. The Parties hereby agree to treat any personal information obtained in the delivery of Services, if any, in compliance with all applicable federal or provincial, territorial, or state privacy or protection of personal information laws and to use such personal information only for purposes required in the delivery of Services.

10. Limitation on liability

1. Neither Party shall be liable to the other for any actions, damages, claims, liabilities, costs, expenses, or losses in any way arising out of or relating to the Services performed hereunder for an aggregate amount in excess of the fees paid by Client to Contractor under these Terms and Conditions. On a multi-phase Work Order, liability shall be based on the amount actually paid to Contractor for the phase that gives rise to the liability.
2. In the event of a claim by any third party that arises out of or relates to the Services performed hereunder, the parties shall indemnify and hold each other harmless from all such claims, liabilities, damages, costs, and expenses, including, without limitation, reasonable legal fees, except to the extent finally determined to have resulted from their own negligence or the intentional, deliberate, or fraudulent misconduct. The parties shall advise each other promptly of any claim they receive and shall provide each other with reasonable cooperation and assistance in responding to any claim.
3. In no event shall Contractor be liable for consequential, special, indirect, incidental, punitive, or exemplary damages, costs, expenses, or losses (including, without limitation, lost profits and opportunity costs). Client may only claim payment from Contractor of Contractor's proportionate share of the total liability based on degree of fault.
4. For purposes of this section, the term Contractor shall include its associated and affiliated entities and their respective directors, officers, and employees. The provisions of this section shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort (including, without limitation, negligence), or otherwise.

11. Limitation on warranties

This is a services engagement. Contractor warrants that it will perform Services hereunder in good faith with qualified personnel in a competent and workmanlike manner in accordance with applicable industry standards. Contractor disclaims all other warranties, representations, or conditions, either express or implied, including, without limitation, warranties, representations, or conditions of merchantability or fitness for a particular purpose.

12. Legal proceedings

1. Client agrees to notify Contractor promptly of any request received by Client from any court or applicable regulatory authority with respect to the Services hereunder, Contractor's advice or report, or any related document.
2. If Contractor is required by law, pursuant to government regulation, subpoena, or other legal process, or requested by Client to produce documents or personnel as witnesses arising out of the engagement, and Contractor is not a party to such proceedings, Client shall reimburse Contractor at standard billing rates for professional time and expenses, including, without limitation, reasonable legal fees, incurred in responding to such requests.
3. When requested or required by law, subpoena, or other legal process or otherwise, that Contractor provide information and documents relating to Client's affairs, Contractor will use all reasonable efforts to refuse to provide information and documents over which Client asserts legal privilege or which has been acquired or produced in the context of the engagement of legal counsel by or on behalf of Client, except where providing such copies, access, or information is required by law, by an Institute or Ordre pursuant to its statutory authority, or a public oversight board in respect of reporting issuers (both in Canada, the United States, and abroad) pursuant to its contractual or statutory authority. Where Client provides any document to Contractor in respect of which Client wishes to assert legal privilege, Client shall clearly mark such document "privileged" and shall otherwise clearly advise Contractor that Client wishes to maintain legal privilege in respect thereof.

13. Term

The Work Order shall commence on the Effective Date and continue until terminated in accordance with the terms of a Work Order.

14. Termination by either party

Either party, at its option and without prejudicing any other rights it may have under these Terms and Conditions, may terminate a Work Order in writing if the other party:

1. Breaches any of its obligations under these Terms and Conditions or a Work Order in any material respect.
2. Makes a general assignment for the benefit of creditors, or makes a written admission of its inability to pay its debts or obligations as they become due, or on becoming bankrupt or insolvent takes the benefit of any law in force for the bankrupt or insolvent debtor, or seeks, consents to, or acquiesces in the appointment of any trustee, receiver, or liquidator of its business or its assets.

15. Termination for convenience

Each of the parties may also, in its sole discretion, terminate a Work Order at any time by giving thirty (30) calendar days notice in writing. Upon termination of a Work Order:

1. All open Work Orders shall terminate automatically.
2. Contractor will stop performing Services.
3. Client shall be responsible for the payment to Contractor for Contractor's time and expenses incurred up to the termination date, as well as reasonable time and expenses to bring all open Work Orders to a close in a prompt and orderly manner.

16. Email communication

Client recognizes and accepts the risks associated with communicating by Internet email, including (but without limitation) the lack of security, unreliability of delivery, and possible loss of confidentiality and privilege. Unless Client requests in writing that Contractor does not communicate by Internet email, Client assumes all responsibility or liability in respect of risk associated with its use.

17. Governing law

The Work Order and these Terms and Conditions shall be subject to and governed by:

Governing entity	Applicable laws	Jurisdiction
Future of IDEA, Inc.	Laws of the Province of Ontario and the laws of Canada applicable therein	Exclusive jurisdiction of the courts of such province
Future of IDEA, LLC.	Laws of the State of California and the laws of the United States applicable therein	Exclusive jurisdiction of the courts of such state

18. Relationship

It is understood and agreed that each of the parties hereto is an independent contractor and that neither party is, nor shall be, an agent, distributor, or representative of the other. Neither party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other.

19. Assignment

A Work Order and any obligation under or interest in a Work Order:

1. Shall be binding upon the parties and their respective associated and affiliated entities and their respective partners, directors, officers, and employees, and successors and permitted assigns.
2. May not be assigned, transferred, or subcontracted without the express written consent of the other party.

Notwithstanding the foregoing, Contractor may assign its rights and obligations hereunder to any affiliate or successor in interest to all or substantially all the assets or business of the relevant Contractor practice, without the consent of Client. In addition, Contractor may engage independent contractors to assist Contractor in performing the Services hereunder.

20. Enurement

A Work Order and these Terms and Conditions shall enure to the benefit of and be binding upon the parties and their lawful successors and permitted assigns.

21. Time

Time is of the essence in a Work Order.

22. Entire agreement

A Work Order and these Terms and Conditions constitute the entire agreement between the parties with respect to its subject matter, and there are no representations or warranties (express or implied, statutory or otherwise) and no agreements collateral to these Terms and Conditions, other than as expressly set out in these Terms and Conditions.

23. Limitation period

No action, regardless of form, arising under or relating to the engagement, may be brought by either party more than one year after the cause of action has accrued, or in any event not more than five years after completion of the engagement, except that an action for non-payment may be brought by a party not later than one year following the date of the last payment due to such party hereunder. For purposes of this section, the term Contractor shall include its associated and affiliated entities and their respective directors, officers, and employees.

24. Survival

Sections 1-6, 7, 8-12, 14, 16, 19, 23, and 24 hereof shall survive the expiration or termination of the engagement.

25. Severability

The severability or unenforceability of any term or provision of these Terms and Conditions shall not affect any other term or provision of these Terms and Conditions. The remaining terms and provisions shall continue in full force and effect. The parties shall negotiate in good faith to agree to a substitute clause that shall be as close as possible to the intention of any severed or unenforceable term while being valid and enforceable. The severability or unenforceability of any term in any particular jurisdiction shall not affect its validity or enforceability in any other jurisdiction where it is valid or enforceable.

26. Force majeure

Neither Client nor Contractor shall be liable for any delays resulting from circumstances or causes beyond its reasonable control, including, without limitation, fire or other casualty, act of God, strike or labour dispute, war or other violence, or any law, order, or requirement of any governmental agency or authority.

27. Amendment

These Terms and Conditions may be amended from time to time only by a written agreement signed by each party.

28. Counterparts

These Terms and Conditions may be executed in counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same document. Each party shall be entitled to rely on delivery of an electronic or facsimile copy of these Terms and Conditions, and acceptance by either party of an electronic or facsimile copy of these Terms and Conditions shall create a legal, valid, and binding agreement between the parties in accordance with the terms hereof.

29. Representations and warranties

Each party represents and warrants to the other that:

1. It has the capacity to enter into and be bound by these Terms and Conditions.
2. The carrying out of these Terms and Conditions shall not breach or interfere with any other agreement which it has entered into.
3. It shall not enter into another agreement or do or fail to do any act which would prevent it from complying with its obligations under these Terms and Conditions.