Terms and Conditions

Terms and Conditions

This Advisor Agreement, between SolvedAF Consulting Inc. (“Advisor”) of 200-375 Water Street, unit 8137, Vancouver, BC, Canada and Company is entered into and made effective as of the date the Proposal is approved and signed.

ARTICLE 1

SCOPE OF WORK

1.1 Services

The Company has engaged Advisor to provide services as noted in the Proposal sent via Proposify. The Proposal outlines the terms of the engagement, including payment terms and schedule.

1.2 Confidentiality

In order for Advisor to perform the consulting services, it may be necessary for the Company to provide Advisor with Confidential Information (as defined below) regarding the Company’s business and products. The Company will rely heavily upon Advisor’s integrity and prudent judgment to use this information only in the best interests of the Company.

1.3 Standard of Conduct

In rendering consulting services under this Agreement, Advisor shall conform to high professional standards of work and business ethics.

Advisor shall not use time, materials, or equipment of the Company without the prior written consent of the Company. In no event shall Advisor take any action or accept any assistance or engage in any activity that would result in any university, governmental body, research institute or other person, entity, or organization acquiring any rights of any nature in the results of work performed by or for the Company.

CONTRACT

1.4 Outside Services

Advisor may use the service of any other person, entity, or organization in the performance of Advisor’s duties without the prior written consent of an officer of the Company. No information regarding the services to be performed under this Agreement shall be disclosed to that person, entity, or organization until such person, entity, or organization has executed an agreement to protect the confidentiality of the Company’s Confidential Information (as defined in Article 5) and the Company’s absolute and complete ownership of all right, title, and interest in the work performed under this Agreement.

1.5 Reports

Advisor shall periodically provide the Company with written reports of their observations and conclusions regarding the advisory services. Upon the termination of this Agreement, Advisor shall, upon the request of Company, prepare a final report of Advisor’s activities.

ARTICLE 2

INDEPENDENT CONTRACTOR

2.1 Independent Contractor

Advisor is an independent contractor and is not an employee, partner, or co-venturer of, or in any other service relationship with, the Company. The manner in which Advisor’s services are rendered shall be within Advisor’s sole control and discretion. Advisor is not authorized to speak for, represent, or obligate the Company in any manner without the prior express written authorization from an officer of the Company.

2.2 Taxes

Advisor shall be responsible for all taxes arising from compensation and other amounts paid under this Agreement, and shall be responsible for all payroll taxes and fringe benefits of Advisor’s employees. Neither federal, nor provincial, nor payroll tax of any kind, shall be withheld or paid by the Company on behalf of Advisor or their employees. Advisor understands that they are responsible to pay, according to law, Advisor’s taxes and Advisor shall, when requested by the Company, properly document to the Company that any and all federal and provincial taxes have been paid.

2.3 Benefits

Advisor and Advisor’s employees will not be eligible for, and shall not participate in, any employee pension, health, welfare, or other fringe benefit plan of the Company. No workers’ compensation insurance shall be obtained by Company covering Advisor or Advisor’s employees.

ARTICLE 3

COMPENSATION FOR ADVISORY SERVICES

3.1 Compensation

The Company shall pay to Advisor the terms noted in the signed Proposal. The Advisor will submit an invoice for the fees and any applicable taxes, and will include or attach copies of any invoices from any third-party service providers engaged or contracted by the Advisor. Any invoices issues by Advisor pursuant to this Agreement will be paid ten (10) business days from the date of invoice.

3.2 Reimbursement

The Company will reimburse Advisor for reasonable expenses arising in connection with Advisor’s performance of the Services.  However, Advisor will obtain the Company’s written approval before incurring any expenses. If Advisor has done so, the Company will reimburse Advisor in accordance with its normal policies and practices for reasonable out-of-pocket expenses or disbursements actually and necessarily incurred or made by Advisor in performing the Services (collectively, “Expenses”). For all Expenses, Advisor will supply the Company with originals of receipts, invoices or statements. Advisor will furnish the Company with an itemized account of Expenses in such form or forms as may reasonably be required by the Company, and at such times or intervals as may be required by the Company.

ARTICLE 4

TERM AND TERMINATION

4.1 Term

This Agreement shall be effective as of the signed date of the Proposal, and shall continue in full force and effect for the timeline outlined in the Proposal. The Company and Advisor may negotiate to extend the term of this Agreement and the terms and conditions under which the relationship shall continue.

4.2 Termination

The Company may at any time terminate this Agreement, in whole or in part, upon the occurrence of any one of more of the following events:

(1) at any time and without notice should the Advisor be in any default of any terms of this Agreement; or (2) at any time by providing 30 days written notice to the Advisor.

The Advisor may at any time terminate this Agreement, in whole or in part, upon providing 30 days advanced written notice to the Company or upon the occurrence of any one or more of the following events of default: (1) default of the Company in any of its payment obligations under this Agreement and the continuance thereof for a period of 5 days after receiving written notice of such default from Advisor; (2) default by the Company in any of its other obligations under this Agreement where such default has not been remediated within 10 days after receiving written notice of such default from Advisor; or (3) the bankruptcy, insolvency or liquidation of the Company.

4.3 Responsibility upon Termination

Any equipment provided by the Company to the Advisor in connection with or furtherance of Advisor’s services under this Agreement, including, but not limited to, computers, laptops, and personal management tools, shall, immediately upon the termination of this Agreement, be returned to the Company.

4.4 Survival

The provisions of Articles 5, 6, 7, and 8 of this Agreement shall survive the termination of this Agreement and remain in full force and effect thereafter.

ARTICLE 5

CONFIDENTIAL INFORMATION

5.1 Obligation of Confidentiality

In performing advisory services under this Agreement, Advisor may be exposed to and will be required to use certain “Confidential Information” (as hereinafter defined) of the Company. Advisor agrees that Advisor will not and Advisor’s employees, agents, or representatives will not use, directly or indirectly, such Confidential Information for the benefit of any person, entity, or organization other than the Company, or disclose such Confidential Information without the written authorization of the President of the Company, either during or after the term of this Agreement, for as long as such information retains the characteristics of Confidential Information.

5.2 Definition

Definition. “Confidential Information” means information not generally known and proprietary to the Company or to a third party for whom the Company is performing work, including, without limitation, information concerning any patents or trade secrets, confidential or secret designs, processes, formulae, source codes, plans, devices or material, research and development, proprietary software, analysis, techniques, materials, or designs (whether or not patented or patentable), directly or indirectly useful in any aspect of the business of the Company, any vendor names, customer and supplier lists, databases, management systems and sales and marketing plans of the Company, any confidential secret development or research work of the Company, or any other confidential information or proprietary aspects of the business of the Company. All information which Advisor acquires or becomes acquainted with during the period of this Agreement, whether developed by Advisor or by others, which Advisor has a reasonable basis to believe to be Confidential Information, or which is treated by the Company as being Confidential Information, shall be presumed to be Confidential Information.

5.3 Property of the Company

Advisor agrees that all plans, manuals, and specific materials developed by the Advisor on behalf of the Company in connection with services rendered under this Agreement, are and shall remain the exclusive property of the Company. Promptly upon the expiration or termination of this Agreement, or upon the request of the Company, Advisor shall return to the Company all documents and tangible items, including samples, provided to Advisor or created by Advisor for use in connection with services to be rendered hereunder, including, without limitation, all Confidential Information, together with all copies and abstracts thereof.

ARTICLE 6

6.1 Rights and data

All drawings, models, designs, formulas, methods, documents, and tangible items prepared for and submitted to the Company by Advisor in connection with the services rendered under this Agreement shall belong exclusively to the Company and shall be deemed to be works made for hire (the “Deliverable Items”). To the extent that any of the Deliverable Items may not, by operation of law, be works made for hire, Advisor hereby assigns to the Company the ownership of copyright or mask work in the Deliverable Items, and the Company shall have the right to obtain and hold in its own name any trademark, copyright, or mask work registration, and any other registrations and similar protection which may be available in the Deliverable Items. Advisor agrees to give the Company or its designees all assistance reasonably required to perfect such rights.

ARTICLE 7

NON-SOLICITATION

7.1 Non-Solicitation

Advisor and Company covenants and agrees that during the term of this Agreement, both will not, directly or indirectly, through an existing corporation, unincorporated business, affiliated party, successor employer, or otherwise, solicit, hire for employment on a part-time, consulting, advising, or any other basis, each other’s employees, independent contractors, advisors, consultants, partners, or affiliates, without prior consent.

ARTICLE 8

INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1 Indemnification

Advisor and Company shall indemnify, defend, and hold harmless the other party for any losses for bodily injury or damages to real property resulting directly from the indemnifying party’s negligence or willful misconduct.

8.2 Limitation of Liability

Notwithstanding anything to the contrary in this Agreement, the Company and Advisor agree that, regardless of the legal theory asserted (including, but not limited to, breach of contract, warranty, negligence or tort): (i) the Advisor’s entire liability to the Company or any person asserting claims on behalf of or in the name of the Company will not exceed in the aggregate, for all claims, liability, losses, damages or expenses, the total amount of fees paid to the Advisor under the Statement of Work that is the subject of the claim; and (ii) neither party shall be liable to the other party or any person asserting claims on behalf of or in the name of the other party for consequential, indirect, incidental, punitive or special damages of any nature suffered by the Company or the Advisor (including, but not limited to, lost profits or business opportunity costs), even if the parties have been advised of the possibility of such damages.

ARTICLE 9

GENERAL PROVISIONS

9.1 Construction of Terms

If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.

9.2 Governing Law

This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the Province of British Columbia. The parties submit to the jurisdiction of the courts of the Province of British Columbia with respect to any dispute that arises under or is related to this Agreement.

9.3 Complete Agreement

This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to the subject of this Agreement, whether written or oral.

9.5 Modification

No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the party against whom the same is sought to be enforced.

9.6 Waiver of Breach

The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach.

9.7 Successors and Assigns

This Agreement may not be assigned by either party without the prior written consent of the other party; provided, however, that the Agreement shall be assignable by the Company without Advisor’s consent in the event the Company is acquired by or merged into another corporation or business entity. The benefits and obligations of this Agreement shall be binding upon and inure to the parties hereto, their successors and assigns.

9.8 No Conflict

Advisor warrants that Advisor has not previously assumed any obligations inconsistent with those undertaken by Advisor under this Agreement.