Common use of General Contract Provisions Clause in Contracts

General Contract Provisions. 13.1 Any notice or other communication which may be or is required to be given or made pursuant to this Agreement may be given in writing by personal delivery, by registered mail, postage prepaid or by telecopier address as follows: (a) to the Distributor at: Axyn Canada Corporation 201-000 Xxxxxxxx Xxxx Xxxxxx, Xxxxxxx X0 X 0B3 Attention: Robexx Xxxx Telecopier: (613) 000-0000 (b) to the Owner at: c/o Soloway, Wrigxx 900-000 Xxxxxxx Xxxxxx Xxxx Xxxxxx, Xxxxxxx XX R 7Y2 Attention: Gregxxx Xxxxxxx Telecopier: (613) 000-0000 or at such other address as may be given by either of them to the other in writing from time to time. Any notice or other communication given by mail as aforesaid shall be deemed to have been received on the tenth (1Oth) day following the date of mailing such notice or other communication. Any notice or other communication delivered or sent by telecopier 12 12 as aforesaid shall be deemed to have been received on the date on which such notice or document was delivered or sent by telecopier. If a notice or other communication shall have been mailed and if regular mail service shall be interrupted by strike or other irregularity before the deemed receipt of such notice as aforesaid, such notice shall, unless earlier actually received, be deemed to have been received on the tenth (1Oth) day following the resumption of normal mail service. 13.2 There are no other representations, undertakings or agreements of any kind between or among the parties hereto with respect to the subject matter hereof except those contained herein. 13.3 All agreements, representations, warranties and covenants of any of the parties made herein or in any certificate or other document delivered by or on behalf of any of the parties hereto pursuant to the provisions hereof are material and shall be deemed to have been relied on by the other party notwithstanding any investigation heretofore or hereafter made by such other party, and shall survive the execution and delivery of this Agreement and shall continue in full force and effect. 13.4 If any provision of this Agreement or the application thereof to any person in any circumstance shall, to the extent be invalid or unenforceable, such invalid or unenforceable provision shall be severable from the remainder of this Agreement and shall not affect or impair the validity or enforceability of any other provision of this Agreement. 13.5 This Agreement shall be construed and enforced in accordance with the laws of Cyprus applicable therein. 13.6 This Agreement is not assignable by the Distributor without the prior written consent of the Owner, which consent may be unreasonably or arbitrarily withheld, provided that the Distributor shall be entitled to assign this Agreement, without the consent of the Owner to: (a) a wholly-owned subsidiary of the Distributor provided such wholly-owned subsidiary agrees to be bound by the terms of this Agreement and provided further that such assignment shall not release the Distributor of its obligations hereunder; and (b) a third party in connection with the sale to such third party of all or substantially all of the business and assets of the Distributor to such third party, provided such assignee agrees, in writing, with the Owner, to assume and be bound by all of the Distributor's obligations under this Agreement in place and instead of the Distributor. Subject to the foregoing, the provisions of this Agreement shall inure to the benefit and be binding upon the parties hereto and their respective successors and assigns. 13.7 Time shall be of the essence in this Agreement. 13.8 Each party shall from time to time hereafter and upon reasonable request by any other party, execute, perform an make or cause to be executed, performed or made all such other further acts, assurances and things as may be required in order to give full effect to this Agreement.

General Contract Provisions. 13.1 Any notice 6.01 All notices, requests, demands or other communication which may be communications (collectively "Notices") by the terms thereof required or is required permitted to be given by one party to any other party, or made pursuant to this Agreement may any other person shall be given in writing by personal delivery, delivery or by registered mail, postage prepaid prepaid, or by telecopier address facsimile transmission to such other party as follows: (a) to the Distributor Corporation at: Axyn Canada Corporation 201CALIOPE NETWORKS (CANADA) INC. 000-000 Xxxxxxxx Xxxx Xxxxxx00 00 Xxx Xxx Xxxxxx Xxxxxxxx, Xxxxxxx X0 X 0B3 X.X., X0X 0X0 Attention: Robexx Xxxx Telecopier: (613) 000-0000J. Xxxxxxx Xxxxxxxxx, QC (b) to the Owner Consultant at: c/o SolowayXXXXXX XXXXXXXX, Wrigxx 900-000 Xxxxxxx Xxxxxx Xxxx - 000 X Xxxxxx, Xxxxxxx XX R 7Y2 Attention: Gregxxx Xxxxxxx Telecopier: (613) 000-0000 Xxxxxx, X.X. X0X 0X0 or at such other address as may be given by either of them such person to the other parties hereto in writing from time to time. Any notice or other communication given by mail as aforesaid . 6.02 All such Notices shall be deemed to have been received when delivered or transmitted, or, if mailed, 48 hours after 12:01 a.m. on the tenth (1Oth) day following the date day of the mailing such notice or other communication. Any notice or other communication delivered or sent by telecopier 12 12 as aforesaid shall be deemed to have been received on the date on which such notice or document was delivered or sent by telecopierthereof. If a notice or other communication any Notice shall have been mailed and if regular mail service shall be interrupted by strike strikes or other irregularity before the deemed receipt of such notice as aforesaidirregularities, such notice shall, unless earlier actually received, Notice shall be deemed to have been received 48 hours after 12:01 a.m. on the tenth (1Oth) day following the resumption of normal mail service. 13.2 There are no other representations, undertakings or agreements of any kind between or among the parties hereto with respect to the subject matter hereof except those contained herein. 13.3 All agreements, representations, warranties and covenants of any of the parties made herein or in any certificate or other document delivered by or on behalf of any of the parties hereto pursuant to the provisions hereof are material and shall be deemed to have been relied on by the other party notwithstanding any investigation heretofore or hereafter made by such other party, and shall survive the execution and delivery of this Agreement and shall continue in full force and effect. 13.4 If any provision of this Agreement or the application thereof to any person in any circumstance shall, to the extent be invalid or unenforceable, such invalid or unenforceable provision shall be severable from the remainder of this Agreement and shall not affect or impair the validity or enforceability of any other provision of this Agreement. 13.5 This Agreement shall be construed and enforced in accordance with the laws of Cyprus applicable therein. 13.6 This Agreement is not assignable by the Distributor without the prior written consent of the Owner, which consent may be unreasonably or arbitrarily withheld, provided that during the Distributor period that regular mail service shall be entitled to assign this Agreementinterrupted all Notices shall be given by personal delivery or by facsimile transmission. 6.03 The parties shall sign such further and other documents, without the consent of the Owner to: (a) a wholly-owned subsidiary of the Distributor provided cause such wholly-owned subsidiary agrees meetings to be bound by the terms of this Agreement held, resolutions passed and provided further that such assignment shall not release the Distributor of its obligations hereunder; and (b) a third party in connection with the sale to such third party of all or substantially all of the business bylaws enacted, exercise their vote and assets of the Distributor to such third partyinfluence, provided such assignee agrees, in writing, with the Owner, to assume do and be bound by all of the Distributor's obligations under this Agreement in place perform and instead of the Distributor. Subject to the foregoing, the provisions of this Agreement shall inure to the benefit and be binding upon the parties hereto and their respective successors and assigns. 13.7 Time shall be of the essence in this Agreement. 13.8 Each party shall from time to time hereafter and upon reasonable request by any other party, execute, perform an make or cause to be executed, done and performed or made all such further and other further acts, assurances acts and things as may be required necessary or desirable in order to give full effect to this Agreement and every part thereof. 6.04 Time shall be of the essence of this Agreement and of every part hereof and no extension or variation of this Agreement shall operate as a waiver of this provision. 6.05 This Agreement constitutes the entire agreement between the parties with respect to all the matters herein and its execution has not been induced by, nor do any of the parties rely upon or regard as material, any representations or writings whatever not incorporated herein and made a part hereof and it may not be amended or modified in any respect except by written instrument signed by the parties hereto. 6.06 This Agreement shall enure to the benefit of and be binding upon the parties and their respective legal personal representatives, heirs, executors, administrators or successors, as the case may be. 6.07 This Agreement is personal to the Consultant and may not be assigned by the Consultant. 6.08 Unless otherwise provided for herein, all monetary amounts referred to herein shall refer to the lawful money of Canada. 6.09 This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and each of the parties hereto agrees irrevocably to conform to the non-exclusive jurisdiction of the Courts of such province. 6.10 If any Article, Section or any portion of any Section of this Agreement is determined to be unenforceable or invalid for any reason whatsoever that unenforceability or invalidity shall not affect the enforceability or validity of the remaining portions of this Agreement and such unenforceable or invalid Article, Section or portions thereof shall be severed from the remainder of this Agreement. 6.11 The Parties hereto agree that this Agreement may be transmitted by facsimile or such similar device and that the reproduction of signatures by facsimile or such similar device will be treated as binding as if originals and each party hereto undertakes to provide each and every other party hereto with a copy of the Agreement bearing original signatures forthwith upon demand.

General Contract Provisions. 13.1 Any notice 15.01 All notices, requests, demands or other communication which may be communications (collectively, 'Notices") by the terms hereof required or is required permitted to be given by one party to any other party, or made pursuant to this Agreement may any other person shall be given in writing by personal delivery, delivery or by registered mail, postage prepaid prepaid, or by telecopier address facsimile transmission to such other party as follows: (a) to the Distributor To Producer at: Axyn Canada Corporation 201200 , Xxx xx Xx xxxxxx XX-000 Xxxxxxxx Xxxx XxxxxxXXXXXXX, Xxxxxxx X0 X 0B3 AttentionX0X 0X0, Quebec, Tel: Robexx Xxxx Telecopier: (613) 500-000-00000000 Fax: 450-446-134S (b) to the Owner To Distributor at: c/o Soloway1750 , Wrigxx 900Mxxxx-Xxxxxxxx ,sxxxx 000 Xxxxxxx Xxxxxx Xxxx , Xxxxxxxxx , XXX 0XX, Xxxxxx, Xxxxxxx XX R 7Y2 AttentionTel : Gregxxx Xxxxxxx Telecopier400-000-0000 Fax : (613) 400-000-0000 or at such other address as may be given by either of them such person to the other parties hereto in writing from time to time. Any If any party bound hereby or any permitted transferee of shares hereunder shall not have given the parties hereto notice or other communication setting forth an address for the giving of Notices, the Notice for such person shaII be deemed to have been properly given by mail if given in accordance with the terms hereof as aforesaid if given to the transferor(s) of such shares. All such Notices shall be deemed to have been received when delivered or transmitted, or, if mailed, 3 business days after 12:01 a.m. on the tenth (1Oth) day following the date day of the mailing such notice or other communication. Any notice or other communication delivered or sent by telecopier 12 12 as aforesaid shall be deemed to have been received on the date on which such notice or document was delivered or sent by telecopierthereof. If a notice or other communication any Notice shall have been mailed and if regular mail service shall be interrupted by strike strikes or other irregularity before the deemed receipt of such notice as aforesaidirregularities, such notice shall, unless earlier actually received, Notice shall be deemed to have been received 3 business days after 12:01 a.m. on the tenth (1Oth) day following the resumption of normal mail service. 13.2 There are no other representations, undertakings or agreements of any kind between or among the parties hereto with respect to the subject matter hereof except those contained herein. 13.3 All agreements, representations, warranties and covenants of any of the parties made herein or in any certificate or other document delivered by or on behalf of any of the parties hereto pursuant to the provisions hereof are material and shall be deemed to have been relied on by the other party notwithstanding any investigation heretofore or hereafter made by such other party, and shall survive the execution and delivery of this Agreement and shall continue in full force and effect. 13.4 If any provision of this Agreement or the application thereof to any person in any circumstance shall, to the extent be invalid or unenforceable, such invalid or unenforceable provision shall be severable from the remainder of this Agreement and shall not affect or impair the validity or enforceability of any other provision of this Agreement. 13.5 This Agreement shall be construed and enforced in accordance with the laws of Cyprus applicable therein. 13.6 This Agreement is not assignable by the Distributor without the prior written consent of the Owner, which consent may be unreasonably or arbitrarily withheld, provided that during the Distributor period that regular mail service shall be entitled to assign this Agreementinterrupted all Notices shall be given by personal delivery or by facsimile transmission. 15.02 The parties shall sign such further and other documents, without the consent of the Owner to: (a) a wholly-owned subsidiary of the Distributor provided cause such wholly-owned subsidiary agrees meetings to be bound by the terms of this Agreement held, resolutions passed and provided further that such assignment shall not release the Distributor of its obligations hereunder; and (b) a third party in connection with the sale to such third party of all or substantially all of the business by-laws enacted, exercise their vote and assets of the Distributor to such third partyinfluence, provided such assignee agrees, in writing, with the Owner, to assume do and be bound by all of the Distributor's obligations under this Agreement in place perform and instead of the Distributor. Subject to the foregoing, the provisions of this Agreement shall inure to the benefit and be binding upon the parties hereto and their respective successors and assigns. 13.7 Time shall be of the essence in this Agreement. 13.8 Each party shall from time to time hereafter and upon reasonable request by any other party, execute, perform an make or cause to be executed, done and performed or made all such further and other further acts, assurances acts and things as may be required necessary or desirable in order to give full effect to this Agreement and every part thereof. 15.03 This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall be but one and the same instrument. 15.04 Time shall be of the essence of this Agreement and of every part hereof and no extension or variation of this Agreement shall operate as a waiver of this provision. 15.05 This Agreement constitutes the entire Agreement between the parties with respect to all of the matters herein and its execution has not been induced by, nor do any of the parties rely upon or regard as material, any representations or writings whatever not incorporated herein and made a part hereof and may not be amended or modified in any respect except by written instrument signed by the parties hereto. The Schedules referred to herein are incorporated herein by reference and form part of the Agreement 15.06 This Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. 15.07 Any amount over due, payable by one party to the other, shall bear interest at the rate of 24% per year 2% per month. 15.08 The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Ageement. 15.09 This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein and each of the parties hereto agrees irrevocably to conform to the jurisdiction of the Courts of the Province of Quebec. 15.10 In this Agreement, words importing the singular number shall include the plural and vice versa, and words importing the use of any gender shall include the masculine, feminine and neuter genders and the word "person" shall include an individual, a trust, a partnership, a body corporate, an association or other incorporated or unincorporated organization or entity. 15.11 When calculating the period of time within which or following which any act is to be done or step taken pursuant to this Agreement, the date which is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, then the time period in question shall end on the first business day following such non-business day. 15.12 Any references in this Agreement to any law, by-law, rule, regulation, order or act of any government, governmental body or other regulatory body shall be construed as a reference thereto as amended or re-enacted from time to time or as a reference to any successor thereto. 15.13 If any Article, Section or any portion of any Section of this Agreement is determined to be unenforceable or invalid for any reason whatsoever that unenforceability or invalidity shall not affect the enforceability or validity of the remaining portions of this Agreement and such unenforceable or invalid Article, Section or portion thereof shall be severed from the remainder of this Agreement. 15.14 The parties hereto agree that this Agreement may be transmitted by facsimile or such similar device and that reproduction of signatures by facsimile or such similar device will be treated as binding as if original and each party hereto undertakes to provide each and every other party hereto with a copy of the Agreement bearing original signatures forthwith upon demand. 15.15 The parties have requested that the present Agreement be drafted in English. Les parties ont requis que lc present accord soft redige en anglais.

General Contract Provisions. 13.1 Any notice 6.01 All notices, requests, demands or other communication which may be communications (collectively "Notices") by the terms thereof required or is required permitted to be given by one party to any other party, or made pursuant to this Agreement may any other person shall be given in writing by personal delivery, delivery or by registered mail, postage prepaid prepaid, or by telecopier address facsimile transmission to such other party as follows: (a) to the Distributor Corporation at: Axyn Canada Corporation 201CALIOPE NETWORKS (CANADA) INC. 000-000 Xxxxxxxx Xxxx Xxxxxx00 00 Xxx Xxx Xxxxxx Xxxxxxxx, Xxxxxxx X0 X 0B3 X.X., X0X 0X0 Attention: Robexx Xxxx Telecopier: (613) 000-0000J. Xxxxxxx Xxxxxxxxx, QC (b) to the Owner Consultant at: c/o Soloway, Wrigxx 900-000 Xxxxxxx Xxxxxx Xxxx Xxxxxx, Xxxxxxx XX R 7Y2 Attention: Gregxxx Xxxxxxx Telecopier: (613) XXXX XXXXXXXXX 000-0000 Xxx Xxx Xxx. Xxxxxxxx XX., X0X 0X0 or at such other address as may be given by either of them such person to the other parties hereto in writing from time to time. Any notice or other communication given by mail as aforesaid . 6.02 All such Notices shall be deemed to have been received when delivered or transmitted, or, if mailed, 48 hours after 12:01 a.m. on the tenth (1Oth) day following the date day of the mailing such notice or other communication. Any notice or other communication delivered or sent by telecopier 12 12 as aforesaid shall be deemed to have been received on the date on which such notice or document was delivered or sent by telecopierthereof. If a notice or other communication any Notice shall have been mailed and if regular mail service shall be interrupted by strike strikes or other irregularity before the deemed receipt of such notice as aforesaidirregularities, such notice shall, unless earlier actually received, Notice shall be deemed to have been received 48 hours after 12:01 a.m. on the tenth (1Oth) day following the resumption of normal mail service. 13.2 There are no other representations, undertakings or agreements of any kind between or among the parties hereto with respect to the subject matter hereof except those contained herein. 13.3 All agreements, representations, warranties and covenants of any of the parties made herein or in any certificate or other document delivered by or on behalf of any of the parties hereto pursuant to the provisions hereof are material and shall be deemed to have been relied on by the other party notwithstanding any investigation heretofore or hereafter made by such other party, and shall survive the execution and delivery of this Agreement and shall continue in full force and effect. 13.4 If any provision of this Agreement or the application thereof to any person in any circumstance shall, to the extent be invalid or unenforceable, such invalid or unenforceable provision shall be severable from the remainder of this Agreement and shall not affect or impair the validity or enforceability of any other provision of this Agreement. 13.5 This Agreement shall be construed and enforced in accordance with the laws of Cyprus applicable therein. 13.6 This Agreement is not assignable by the Distributor without the prior written consent of the Owner, which consent may be unreasonably or arbitrarily withheld, provided that during the Distributor period that regular mail service shall be entitled to assign this Agreementinterrupted all Notices shall be given by personal delivery or by facsimile transmission. 6.03 The parties shall sign such further and other documents, without the consent of the Owner to: (a) a wholly-owned subsidiary of the Distributor provided cause such wholly-owned subsidiary agrees meetings to be bound by the terms of this Agreement held, resolutions passed and provided further that such assignment shall not release the Distributor of its obligations hereunder; and (b) a third party in connection with the sale to such third party of all or substantially all of the business bylaws enacted, exercise their vote and assets of the Distributor to such third partyinfluence, provided such assignee agrees, in writing, with the Owner, to assume do and be bound by all of the Distributor's obligations under this Agreement in place perform and instead of the Distributor. Subject to the foregoing, the provisions of this Agreement shall inure to the benefit and be binding upon the parties hereto and their respective successors and assigns. 13.7 Time shall be of the essence in this Agreement. 13.8 Each party shall from time to time hereafter and upon reasonable request by any other party, execute, perform an make or cause to be executed, done and performed or made all such further and other further acts, assurances acts and things as may be required necessary or desirable in order to give full effect to this Agreement and every part thereof. 6.04 Time shall be of the essence of this Agreement and of every part hereof and no extension or variation of this Agreement shall operate as a waiver of this provision. 6.05 This Agreement constitutes the entire agreement between the parties with respect to all the matters herein and its execution has not been induced by, nor do any of the parties rely upon or regard as material, any representations or writings whatever not incorporated herein and made a part hereof and it may not be amended or modified in any respect except by written instrument signed by the parties hereto. 6.06 This Agreement shall enure to the benefit of and be binding upon the parties and their respective legal personal representatives, heirs, executors, administrators or successors, as the case may be. 6.07 This Agreement is personal to the Consultant and may not be assigned by the Consultant. 6.08 Unless otherwise provided for herein, all monetary amounts referred to herein shall refer to the lawful money of Canada. 6.09 This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and each of the parties hereto agrees irrevocably to conform to the non-exclusive jurisdiction of the Courts of such province. 6.10 If any Article, Section or any portion of any Section of this Agreement is determined to be unenforceable or invalid for any reason whatsoever that unenforceability or invalidity shall not affect the enforceability or validity of the remaining portions of this Agreement and such unenforceable or invalid Article, Section or portions thereof shall be severed from the remainder of this Agreement. 6.11 The Parties hereto agree that this Agreement may be transmitted by facsimile or such similar device and that the reproduction of signatures by facsimile or such similar device will be treated as binding as if originals and each party hereto undertakes to provide each and every other party hereto with a copy of the Agreement bearing original signatures forthwith upon demand.

General Contract Provisions. 13.1 Any notice 22.1 All notices, requests, demands, purchase orders or other communication which may be communications (collectively, “Notices”) by the terms hereof required or is required permitted to be given by one party to any other party, or made pursuant to this Agreement may any other person shall be given in writing by personal delivery, delivery or by registered mail, postage prepaid or prepaid, and by telecopier address facsimile transmission to such other party as follows: (a) to the Distributor To MEC at: Axyn Canada Corporation 201-ME Resource Corp. Xxxxx 000, 000 Xxxxxxxx Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx X0 X 0B3 Attention: Robexx Xxxx TelecopierXxxxxxxx, Xxxxxx X0X 0X0 Tel: (613000) 000 0000 Fax: (000-) 000 0000 (b) to the Owner To WPI at: cWell Power Inc. C/o Solowayo: Cane and Xxxxx 0000 Xxxx Xxxxxxx Xx. Xxx Xxxxx, Wrigxx 900-000 Xxxxxxx Xxxxxx Xxxx Xxxxxx, Xxxxxxx XX R 7Y2 Attention00000 Tel: Gregxxx Xxxxxxx Telecopier000.000.0000 Fax: (613) 000-0000 000.000.0000 or at such other address as may be given by either of them such person to the other parties hereto in writing from time to time. Any If any party bound hereby or any permitted transferee of shares hereunder shall not have given the parties hereto notice or other communication setting forth an address for the giving of Notices, the Notice for such person shall be deemed to have been properly given by mail if given in accordance with the terms hereof as aforesaid if given to the transferor(s) of such shares. All such Notices shall be deemed to have been received when delivered or transmitted, or, if mailed, 48 hours after 12:01 a.m. on the tenth (1Oth) day following the date day of the mailing such notice or other communication. Any notice or other communication delivered or sent by telecopier 12 12 as aforesaid shall be deemed to have been received on the date on which such notice or document was delivered or sent by telecopierthereof. If a notice or other communication any Notice shall have been mailed and if regular mail service shall be interrupted by strike strikes or other irregularity before the deemed receipt of such notice as aforesaidirregularities, such notice shall, unless earlier actually received, Notice shall be deemed to have been received 48 hours after 12:01 a.m. on the tenth (1Oth) day following the resumption of normal mail service. 13.2 There are no other representations, undertakings or agreements of any kind between or among the parties hereto with respect to the subject matter hereof except those contained herein. 13.3 All agreements, representations, warranties and covenants of any of the parties made herein or in any certificate or other document delivered by or on behalf of any of the parties hereto pursuant to the provisions hereof are material and shall be deemed to have been relied on by the other party notwithstanding any investigation heretofore or hereafter made by such other party, and shall survive the execution and delivery of this Agreement and shall continue in full force and effect. 13.4 If any provision of this Agreement or the application thereof to any person in any circumstance shall, to the extent be invalid or unenforceable, such invalid or unenforceable provision shall be severable from the remainder of this Agreement and shall not affect or impair the validity or enforceability of any other provision of this Agreement. 13.5 This Agreement shall be construed and enforced in accordance with the laws of Cyprus applicable therein. 13.6 This Agreement is not assignable by the Distributor without the prior written consent of the Owner, which consent may be unreasonably or arbitrarily withheld, provided that during the Distributor period that regular mail service shall be entitled to assign this Agreementinterrupted all Notices shall be given by personal delivery or by facsimile transmission. 22.2 The parties shall sign such further and other documents, without the consent of the Owner to: (a) a wholly-owned subsidiary of the Distributor provided cause such wholly-owned subsidiary agrees meetings to be bound by the terms of this Agreement held, resolutions passed and provided further that such assignment shall not release the Distributor of its obligations hereunder; and (b) a third party in connection with the sale to such third party of all or substantially all of the business by-laws enacted, exercise their cote and assets of the Distributor to such third partyinfluence, provided such assignee agrees, in writing, with the Owner, to assume do and be bound by all of the Distributor's obligations under this Agreement in place perform and instead of the Distributor. Subject to the foregoing, the provisions of this Agreement shall inure to the benefit and be binding upon the parties hereto and their respective successors and assigns. 13.7 Time shall be of the essence in this Agreement. 13.8 Each party shall from time to time hereafter and upon reasonable request by any other party, execute, perform an make or cause to be executed, done and performed or made all such further and other further acts, assurances acts and things as may be required necessary or desirable in order to give full effect to this Agreement and every part thereof. 22.3 This Agreement may be executed in several counterparts, each of which so executed shall be deemed to be an original and such counterparts together shall be but one and the same instrument. 22.4 Time shall be of the essence of this Agreement and or every part hereof and no extensions or variation of this Agreement shall deploy as a waiver of this provision. 22.5 This Agreement constitutes the entire Agreement between the parties with respect to all of the matters herein and its execution has not been induced by, nor do any of the parties rely upon or regard as material, any representations or writings whatever not incorporated herein and made a part hereof and may not be amended or modified in any respect except by written instrument signed by the parties hereto. The Schedules referred to herein are incorporated herein by reference and form part of the Agreement. 22.6 This Agreement shall ensure to the benefit of and be binding upon the parties and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. 22.7 Unless otherwise provided for herein, all monetary amounts referred to herein shall refer to the lawful money of Canada. 22.8 The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement. 22.9 This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and each of the parties hereto agrees irrevocably to conform to the non-exclusive jurisdiction of the Courts of such Province. 22.10 In this Agreement, words importing the singular number shall include the plural and vice versa, and words importing the use of any gender shall include the masculine, feminine and neuter genders and the word “person” shall include an individual, a trust, a partnership, a body corporate, an association or other incorporated or unincorporated organization or entity. 22.11 When calculating the period of time within which or following which any act is to be done or step taken pursuant to this Agreement, the date which is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, then the time period in question shall end on the first business day following such non-business day. 22.12 Any references in the Agreement to any law, by-law, rule, regulation, order or act of any government, governmental body or other regulatory body shall be construed as a reference thereto as amended or re-enacted from time to time or as a reference to any successor thereto. 22.13 If any Article, Section or any portion of any Section of this Agreement is determined to be unenforceable or invalid for any reason whatsoever that unenforceability or invalidity shall not affect the enforceability or validity of the remaining portions of this Agreement and such unenforceable or invalid Article, Section or portion thereof shall be severed from the remainder of this Agreement. 22.14 The parties hereto agree that this Agreement may be transmitted by facsimile or such similar devise and the reproduction of signatures by facsimile or such similar device will be treated as binding as if original and each party hereto undertakes to provide each and every other party hereto with a copy of the Agreement bearing original signatures forthwith upon demand.

General Contract Provisions. 13.1 6.1 In the event that any provision herein or part thereof shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions or parts thereof shall be and remain in full force and effect. If in any judicial proceeding, any provision of this agreement is found to be so broad as to be unenforceable, it is hereby agreed that such provision shall be interpreted to be only so broad as to be enforceable. 6.2 Any notice and all previous agreements between the parties hereto relating to the employment of the Employee by the Company are hereby terminated and cancelled. This agreement constitutes the entire agreement between the parties hereto with respect to all of the matters herein set out and its execution has not been induced by nor do any of the parties hereto rely upon or regard as material any representation or writing not incorporated herein and made a part hereof. This agreement shall not be amended, altered or qualified except by an agreement in writing signed by both of the parties hereto. 6.3 All notices, requests, demands or other communication which may be communications by the terms hereof required or is required permitted to be given or made pursuant by one party to this Agreement may the other shall be given in writing by personal delivery, by registered telefax or by mail, postage prepaid prepaid, addressed to such other party or by telecopier address delivered to such other party as follows: (a) to the Distributor Company at: Axyn Canada Corporation 201-000 Storage @ccess Technologies Inc. 4800 Nxxxx Xxxxxxx Xxxxxxx Xxxxxxxx X-000 Xxxx XxxxxxXxxxx, Xxxxxxx X0 X 0B3 X.X.X. 00431 Attention: Robexx Xxxx TelecopierEric Pxxxxxx Facsimile: (613) 000-0000_____________ (b) to the Owner Employee at: c/o Soloway, Wrigxx 900-000 Xxxxxxx Ian Suxxxxxxx 16 Stoxxxxxxx Xxxxxx Xxxx XxxxxxXxxxxxxxxx, Xxxxxxx XX R 7Y2 AttentionX0X 0X0 Facsimile: Gregxxx Xxxxxxx Telecopier: (613) 000905-0000 415-8800 or at such other address as may be given by either of them to the other in writing from time to time. Any notice , and such notices, requests, demands, acceptances or other communication given by mail as aforesaid communications shall be deemed to have been received when delivered, or, if telecopied, on the tenth (1Oth) day Business Day following the date of telecoping thereof, or, if mailed, five Business Days following the date of mailing thereof; provided that if any such notice or other communication. Any notice or other communication delivered or sent by telecopier 12 12 as aforesaid shall be deemed to have been received on the date on which such notice or document was delivered or sent by telecopier. If a notice notice, request, demand or other communication shall have been mailed and if regular mail service shall be interrupted by strike strikes or other irregularity before the deemed receipt of such notice as aforesaidirregularities, such notice shallnotices, unless earlier actually receivedrequests, demands or other communications shall be deemed to have been received on the tenth (1Oth) day five Business Days following the resumption of normal mail service. 13.2 There are no other representations6.4 This agreement shall be governed by, undertakings or agreements and construed in accordance with, the laws of any kind between or among the parties hereto with respect State of Florida and the federal laws of the United States applicable therein without regard to the subject matter hereof except those contained hereinlaws related to choice or conflicts of law. 13.3 6.5 All agreements, representations, warranties and covenants of any of the parties made herein or dollar amounts referred to in any certificate or other document delivered this agreement are expressed in U.S. currency. 6.6 This agreement is not assignable by or on behalf of any either of the parties hereto pursuant to the provisions hereof are material and shall be deemed to have been relied on by the other party notwithstanding any investigation heretofore or hereafter made by such other party, and shall survive the execution and delivery of this Agreement and shall continue in full force and effect. 13.4 If any provision of this Agreement or the application thereof to any person in any circumstance shall, to the extent be invalid or unenforceable, such invalid or unenforceable provision shall be severable from the remainder of this Agreement and shall not affect or impair the validity or enforceability of any other provision of this Agreement. 13.5 This Agreement shall be construed and enforced in accordance with the laws of Cyprus applicable therein. 13.6 This Agreement is not assignable by the Distributor without the prior written consent of the Ownerother and, which consent may be unreasonably or arbitrarily withheld, provided that the Distributor shall be entitled to assign this Agreement, without the consent of the Owner to: (a) a wholly-owned subsidiary of the Distributor provided such wholly-owned subsidiary agrees to be bound by the terms of this Agreement and provided further that such assignment shall not release the Distributor of its obligations hereunder; and (b) a third party in connection with the sale to such third party of all or substantially all of the business and assets of the Distributor to such third party, provided such assignee agrees, in writing, with the Owner, to assume and be bound by all of the Distributor's obligations under this Agreement in place and instead of the Distributor. Subject subject to the foregoing, the provisions of this Agreement shall inure enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, including, in the case of the Employee, his heirs, executors and administrators. 13.7 6.7 Time shall be of the essence in of this Agreementagreement and of every part hereof. 13.8 Each party shall from time to time hereafter and upon reasonable request by any other party, execute, perform an make or cause to be executed, performed or made all such other further acts, assurances and things as may be required in order to give full effect to this Agreement.

General Contract Provisions. 13.1 6.1 In the event that any provision herein or part thereof shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions or parts thereof shall be and remain in full force and effect. If in any judicial proceeding, any provision of this agreement is found to be so broad as to be unenforceable, it is hereby agreed that such provision shall be interpreted to be only so broad as to be enforceable. 6.2 Any notice and all previous agreements between the parties hereto relating to the engagement of the Consultant by the Company are hereby terminated and cancelled. This agreement constitutes the entire agreement between the parties hereto with respect to all of the matters herein set out and its execution has not been induced by nor do any of the parties hereto rely upon or regard as material any representation or writing not incorporated herein and made a part hereof. This agreement shall not be amended, altered or qualified except by an agreement in writing signed by both of the parties hereto. 6.3 All notices, requests, demands or other communication which may be communications by the terms hereof required or is required permitted to be given or made pursuant by one party to this Agreement may another shall be given in writing by personal delivery, by registered telefax or by mail, postage prepaid prepaid, addressed to such other party or by telecopier address delivered to such other party as follows: (a) to the Distributor Company at: Axyn Canada Corporation 201-000 Storage @ccess Technologies Inc. 4800 Xxxxx Xxxxxxx Xxxxxxx Xxxxxxxx X-000 Xxxx XxxxxxXxxxx, Xxxxxxx X0 X 0B3 X.X.X. 03431 Attention: Robexx Xxxx TelecopierEric Xxxxxxx Facsimile: (613) 000-0000____________________ (b) to the Owner Consultant and the Designated Employee at: c/o Soloway, Wrigxx 900-000 Xxxxxxx 16 Stxxxxxxxx Xxxxxx Xxxx XxxxxxXxxxxxxxxx, Xxxxxxx XX R 7Y2 AttentionX0X 0X0 Facsimile: Gregxxx Xxxxxxx Telecopier: (613) 000905-0000 415-8800 or at such other address as may be given by either of them to the other in writing from time to time. Any notice , and such notices, requests, demands, acceptances or other communication given by mail as aforesaid communications shall be deemed to have been received when delivered, or, if telecopied, on the tenth (1Oth) day Business Day following the date of telecoping thereof, or, if mailed, five Business Days following the date of mailing thereof; provided that if any such notice or other communication. Any notice or other communication delivered or sent by telecopier 12 12 as aforesaid shall be deemed to have been received on the date on which such notice or document was delivered or sent by telecopier. If a notice notice, request, demand or other communication shall have been mailed and if regular mail service shall be interrupted by strike strikes or other irregularity before the deemed receipt of such notice as aforesaidirregularities, such notice shallnotices, unless earlier actually receivedrequests, demands or other communications shall be deemed to have been received on the tenth (1Oth) day five Business Days following the resumption of normal mail service. 13.2 There are no other representations6.4 This agreement shall be governed by, undertakings or agreements and construed in accordance with, the laws of any kind between or among the parties hereto with respect State of Florida and the federal laws of the United States applicable therein without regard to the subject matter hereof except those contained hereinlaws related to choice or conflicts of law. 13.3 6.5 All agreements, representations, warranties and covenants of any of the parties made herein or dollar amounts referred to in any certificate or other document delivered this agreement are expressed in U.S. currency. 6.6 This agreement is not assignable by or on behalf of any of the parties hereto pursuant to the provisions hereof are material and shall be deemed to have been relied on by the other party notwithstanding any investigation heretofore or hereafter made by such other party, and shall survive the execution and delivery of this Agreement and shall continue in full force and effect. 13.4 If any provision of this Agreement or the application thereof to any person in any circumstance shall, to the extent be invalid or unenforceable, such invalid or unenforceable provision shall be severable from the remainder of this Agreement and shall not affect or impair the validity or enforceability of any other provision of this Agreement. 13.5 This Agreement shall be construed and enforced in accordance with the laws of Cyprus applicable therein. 13.6 This Agreement is not assignable by the Distributor without the prior written consent of the Ownerothers and, which consent may be unreasonably or arbitrarily withheld, provided that the Distributor shall be entitled to assign this Agreement, without the consent of the Owner to: (a) a wholly-owned subsidiary of the Distributor provided such wholly-owned subsidiary agrees to be bound by the terms of this Agreement and provided further that such assignment shall not release the Distributor of its obligations hereunder; and (b) a third party in connection with the sale to such third party of all or substantially all of the business and assets of the Distributor to such third party, provided such assignee agrees, in writing, with the Owner, to assume and be bound by all of the Distributor's obligations under this Agreement in place and instead of the Distributor. Subject subject to the foregoing, the provisions of this Agreement shall inure enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, including, in the case of the Designated Employee, his heirs, executors and administrators. 13.7 6.7 Time shall be of the essence in of this Agreementagreement and of every part hereof. 13.8 Each party shall from time to time hereafter and upon reasonable request by any other party, execute, perform an make or cause to be executed, performed or made all such other further acts, assurances and things as may be required in order to give full effect to this Agreement.

General Contract Provisions. 13.1 Any notice The parties hereto shall from time to time execute and deliver such further documents and do all acts and things as the other parties may reasonably require to carry out effectively or better evidence or perfect the full intent and meaning of this Agreement. 13.2 All notices, requests, demands or other communication which may be communications by the terms hereof required or is required permitted to be given or made pursuant by one party to this Agreement may the other shall be given in writing by personal delivery, by registered mail, postage prepaid delivery or by telecopier address facsimile transmission addressed to the other party or delivered to the other party as follows: (a) to the Distributor Fund at: Axyn Computershare Trust Company of Canada Corporation 201-Corporate Trust Services 000 Xxxxxxxx Xxxx XxxxxxXxxxxxxxxx Xxxxxx 00xx Xxxxx Xxxxxxx, Xxxxxxx X0 X 0B3 X0X 0X0 Attention: Robexx Xxxx TelecopierManager, Client Services Facsimile: (613000) 000-0000 (b) to the Owner Manager at: c/o Soloway, Wrigxx 900-000 Xxxxxxx Xxxx Xxxxxx Xxxx XxxxxxXxxxx 0000 Xxxxxxx, Xxxxxxx XX R 7Y2 X0X 0X0 Attention: Gregxxx Xxxxxxx TelecopierPresident Facsimile: (613000) 000-0000 or at such other address as may be given by either of them to the other in writing from time to time. Any notice Such notices, requests, demands or other communication given communications shall be deemed to have been received when delivered, or, if sent by mail as aforesaid facsimile transmission, on the date of transmission, unless sent on a non-Business Day or after 5:00 p.m. on a Business Day, in which case they shall be deemed to have been received on the tenth (1Oth) day next Business Day following the date of mailing such notice or other communication. Any notice or other communication delivered or sent by telecopier 12 12 as aforesaid shall be deemed to have been received on the date on which such notice or document was delivered or sent by telecopier. If a notice or other communication shall have been mailed and if regular mail service shall be interrupted by strike or other irregularity before the deemed receipt day of such notice as aforesaid, such notice shall, unless earlier actually received, be deemed to have been received on the tenth (1Oth) day following the resumption of normal mail service. 13.2 There are no other representations, undertakings or agreements of any kind between or among the parties hereto with respect to the subject matter hereof except those contained hereintransmission. 13.3 All agreements, representations, warranties and covenants of any of the parties made herein This Agreement may not be assigned in whole or in any certificate or other document delivered by or on behalf of any of the parties hereto pursuant to the provisions hereof are material and shall be deemed to have been relied on part by the other party notwithstanding any investigation heretofore or hereafter made by such other party, and shall survive the execution and delivery of this Agreement and shall continue in full force and effect. 13.4 If any provision of this Agreement or the application thereof to any person in any circumstance shall, to the extent be invalid or unenforceable, such invalid or unenforceable provision shall be severable from the remainder of this Agreement and shall not affect or impair the validity or enforceability of any other provision of this Agreement. 13.5 Fund. This Agreement shall may not be construed and enforced assigned in accordance with the laws of Cyprus applicable therein. 13.6 This Agreement is not assignable whole or in part by the Distributor Manager without the express prior written consent of the Owner, which consent may be unreasonably or arbitrarily withheld, provided that the Distributor shall be entitled to assign this Agreement, without the consent of the Owner to: (a) a wholly-owned subsidiary of the Distributor provided such wholly-owned subsidiary agrees to be bound by the terms of this Agreement and provided further that such assignment shall not release the Distributor of its obligations hereunder; and (b) a third party in connection with the sale to such third party of all or substantially all of the business and assets of the Distributor to such third party, provided such assignee agrees, in writing, with the Owner, to assume and be bound by all of the Distributor's obligations under this Agreement in place and instead of the DistributorFund. Subject to Notwithstanding the foregoing, the provisions Manager is permitted to assign all or any part of this its interest in the Management Fee and/or Incentive Fee. 13.4 This Agreement shall inure enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. 13.7 13.5 Time shall be of the essence of this Agreement. 13.6 This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and cancels or supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressed and set forth in this Agreement. 13.8 Each party shall from time to time hereafter and upon reasonable request by any other party, execute, perform an make or cause to be executed, performed or made all such other further acts, assurances and things as may be required in order to give full effect to this Agreement.