Service Contract


The Client and XSAGE agree as follows:

1. DEFINITIONS


1.1 The Agreement is the undertaking by the parties to perform their respective duties, responsibilities, and obligations as prescribed herein, and represents the entire agreement between the parties.

1.2 The Work means the total assignment and related services required by the Agreement.

1.3 The Client means XSAGE Member, or their authorized Representative(s).

1.4 The Client's Representative(s) shall mean the person(s) designated by the Board of Directors to carry out all or any functions authorized or permitted to be performed on the Client's behalf under online request.

1.5 XSAGE means the person or entity contracted with the Client to provide the services as described a request.

1.6 Disbursements mean all expenses directly related to travel, long distance telephone and fax transmissions, printing/plotting and reproduction costs, postage, and courier charges.

1.7 Additional Services are those services listed under Article 4 of the Agreement - XSAGE SERVICES, and agreed to by both parties herein, but not previously described in a document outlining the scope of requested services.

1.8 Cost of the Work is the amount stipulated in Article 5 of the Agreement - COST OF THE WORK.

1.9 Value Added Taxes means such sum as shall be levied upon the Cost of the Work by the Federal or any Provincial Government and is computed as a percentage of the Cost of the Work and includes the Goods and Services Tax, and any similar tax, the payment or collection of which is by the legislation imposing such tax an obligation of XSAGE.

2. THE WORK


XSAGE shall:

2.1 Perform the Work required by online request.

2.2 Do and fulfill everything indicated by online request.

2.3 Commence the Work upon receipt of required documents, subject to adjustment as subsequently agreed to by both parties; attain completion of the Work within receipt of result documents.

3. AGREEMENTS AND AMENDMENTS


3.1 The Agreement supersedes all prior negotiations, representations, or agreements, either written or oral, relating in any manner to the Work, including any Request for Proposals.

3.2 The Agreement may be amended only by written adjustment and agreed to by both parties.

4. XSAGE SERVICES


4.1 XSAGE basic services consist of those services performed by XSAGE, the XSAGE employees for the preparation of the Work.

4.2 The Work, as described in online request.

4.3 The cost of Additional Services not listed above, either requested by the Client or suggested by XSAGE and agreed to by the Client, after online request has been executed, are not included on the Cost of the Work, and shall be negotiable.

5. COST OF THE WORK


5.1 The Cost of the Work, which excludes Value Added Taxes, is marked in this service request page.

5.2 Value Added Taxes are not applicable.

5.3 The initial amount payable by the Client to XSAGE for the start of the Work is the first hour or month price for the service.

5.4 All amounts are in US Dollars and should be paid after completion of the Work.

5.5 These amounts shall be subject to adjustments as agreed to in writing by both parties.

6. PAYMENT


6.1 Subject to the provisions of the Agreement, the Client shall: (1) make progress payments to XSAGE on account of the Cost of the Work when due together with such Value Added Taxes as may be applicable to such payment, and (2) upon final acceptance of the Work, pay to XSAGE the unpaid balance of the Cost of the Work when due together with such Value Added Taxes as may be applicable to such payment.

6.2 Should either party fail to make payments as they become due under the terms of the Agreement or in an award by arbitration or court, interest at one percent (1%) per annum above the bank rate on such unpaid amounts shall also become due and payable until payment. Such interest shall be compounded on a monthly basis.

7. CLIENT'S RESPONSIBILITIES


7.1 The Client shall authorize a person or persons to act on their behalf, and define that person's scope of authority with respect to the Work.

7.2 The Client shall periodically review the Work, and give XSAGE prompt decisions and approvals necessary for the orderly progress of the Work.

7.3 The Client shall be the sole judge as to the acceptability of the Work.

7.4 The Client shall immediately notify XSAGE in writing if the Client observes, or otherwise becomes aware of, any non-conformity with the Agreement.

8. XSAGE RESPONSIBILITIES


8.1 XSAGE shall engage any and all services performed by employees as necessary for the proper performance of the Work.

8.2 XSAGE services involve full responsibility for the content and quality of the Work.

8.3 XSAGE shall allow the Client to examine the Work or portions thereof for periodic review or approval.

9. LANGUAGE OF THE AGREEMENT


9.1 Online request is drawn in English at the request of the parties hereto.

10. SUCCESSION


10.1 The Appendices attached herein are to be read into and form part of online request and the whole shall constitute the Agreement between the parties, and subject to the law and the provisions of the Agreement shall ensure to the benefit of and be binding upon the parties hereto, their respective heirs, legal representatives, successors, and assigns.

11. COPYRIGHT


11.1 All completed Work, and copyright thereto, becomes the property of the Client.

11.2 The Client retains the right to utilize the Work as it sees fit, including, without limitations to the generality of the foregoing, to make additions, alterations, modifications, and to reproduce, publish, and sell the Work.

11.3 The Client retains the right to enter into future agreements, with the intent of updating or modifying the Work, without the further involvement of XSAGE.

11.4 XSAGE is prohibited from any re-use or reproduction of the Work, in whole or in part, without the express written consent of the Client. XSAGE retains the right to personal use, or to further research and development of the Work, however any reproduction thereof is also prohibited without the express written consent of the Client, nor does said research and development obligate the Client to enter into any new agreement with XSAGE.

12. INDEMNITY


12.1 XSAGE shall save harmless and fully indemnify the Client, its successors, assigns, officers and employees from and against all losses, damages, liability, judgments, costs and expenses which they may sustain or be put to resulting from any error, omission, copyright violation, or failure to exercise reasonable care, skill or diligence on the part of XSAGE, respecting the performance of any part work or service in connection with the completed Work.

13. TERMINATION OF SERVICES


13.1 The Client, in addition to the right of dismissal for cause reserves the right to dispense with the services of XSAGE at any time. XSAGE shall accept payment for work done and costs incurred in accordance with provisions of Article 6 - PAYMENT, based upon the percentage of Work completed as of the date of termination, in full satisfaction of any and all claims under online request.

13.2 The Work may only be terminated upon receipt from the terminating party of a registered Letter of Termination, addressed to the other affected party and stating the reason for termination. The Date of Termination will be the date the affected party receives the Letter of Termination.

13.3 If the Work is abandoned, or services terminated, payment for partial services shall only be made on receipt of all Work performed to date of termination.