GENERAL DELIVERY SERVICE AGREEMENT
[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY BRACKETS, IS OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD BE
COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
Exhibit 10.5
between
and
Bayshore Pharmacy
[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY BRACKETS, IS OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD BE
COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
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Parties
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1
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Agreed terms
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1
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1. Interpretation
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1
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1.1 Definitions.
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1
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2. Bayshore Pharmacy's Responsibilities / Obligations
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3
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2.1 Bayshore Pharmacy shall:
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3
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3. ParcelPal’s Responsibilities / Obligations
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4
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3.1 ParcelPal shall:
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4
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4. Charges and Payment
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5
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5. Consequences of Termination
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6
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6. Force Majeure
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7
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7. Cargo Loss
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8
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8. Counterparts
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8
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9. Confidentiality and Publicity
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8
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10. Mutual Indemnification
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9
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11. Relationship Between the Parties
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9
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12. Governing Laws
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9
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14. Assignment
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10
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15. Time of Essence
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10
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16. Signatures
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11 |
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Appendix A: Delivery Rates / Additional Charges
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12
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Appendix B: Service Map
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00
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Xxxxxxxx X: Hours of Operations
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14
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Appendix D: Personnel Contact List
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15
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BY BRACKETS, IS OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD BE
COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
Parties
(1) ParcelPal Technology Inc.,
a corporation existing under the laws of the Province of British Columbia, Canada, having a registered office at 000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0 (“ParcelPal”).
(2) Bayshore Pharmacy Inc, a corporation existing under the laws of Canada, having a registered office 0000 000 Xxxxxx, Xxxxx 000 Xxxxxx, XX X0X 0X0 (“Bayshore Pharmacy”).
| 1. |
Interpretation
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The following definitions and rules of interpretation apply in this agreement.
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1.1
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Definitions.
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● Affiliate: any entity that directly or indirectly
Controls, is Controlled by, or is under common Control with another entity.
● Applicable Laws:
all laws, statutes, regulations, judgments and decrees and all official directives, rules, consents, approvals, by-laws, permits, authorizations, guidelines, orders and policies of any governmental or regulatory body, that are applicable to a party
in the performance of this Agreement.
● Business Day: Sunday to Saturday except for statutory
holidays observed in Canada which may be subject to additional costs when performing deliveries on such days.
● Control: the possession, directly or indirectly, of the
power to direct the management and policies of a person, whether through the ownership of voting securities or otherwise.
● Customer: a customer of Bayshore Pharmacy.``
● ParcelPal Materials: all documents, information, items
and materials in any form, whether owned by ParcelPal or a third party, which are provided by ParcelPal to Bayshore Pharmacy in connection with the DP Platform, DP Service and DP Service Levels.
● DP Platform the technology platform used by ParcelPal.
● DP Service: the provision by ParcelPal via the DP
Platform of delivery drivers/couriers to make deliveries and the facilitation of the dispatch of delivery orders to such drivers/couriers.
● DP Service Levels: means the service levels in relation
to the DP Service set out in this agreement in section 3 and 4 for both parties responsibilities and obligations.
● Effective Date: the date the terms of this agreement take effect – April 5, 2021.
1
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● Force Majeure Event: any circumstance not within a
party's reasonable control which has not been caused by such party’s negligence and which such party was unable to prevent or provide against by the exercise of reasonable diligence at a reasonable cost, including, but not limited to the following:
| a. |
acts of God, flood, drought, earthquake or other natural disaster;
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| b. |
epidemic or pandemic;
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| c. |
terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
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| d. |
nuclear, chemical or biological contamination or sonic boom;
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| e. |
any law or any action taken by a government or public authority, including imposing an export or import restrictions, quota or prohibition, or failing to grant a necessary license or
consent;
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| f. |
collapse of buildings, fire, explosion or accident; and
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● Taxes: goods and services tax and harmonized sales tax
payable under the Excise Tax Act (Canada), plus any similar value added or multi-staged tax imposed by any applicable provincial or territorial legislation.
1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether
or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation or other body
corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include
the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 This agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective
personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
1.8 A reference to a statute or statutory provision is a reference to it as amended, extended or re- enacted from time to
time.
1.9 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under
that statute or statutory provision.
1.10 A reference to writing or written includes fax and email.
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1.11 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.12 A reference to this agreement or to any other agreement or document referred
to in this agreement is a reference of this agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.
1.13 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are
to paragraphs of the relevant Schedule.
1.14 Where the word including or include is
used in this agreement, it means “including (or includes) without limitation”, and any words following the terms including, include, in
particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(a) Provide ParcelPal with daily service requirements with [***] advance notice;
| (a) |
Upload csv manifest to the ParcelPal delivery portal for all orders
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| a. |
[***]
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| b. |
[***]
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| (b) |
Provide a non-binding [***] forecast of demand by end of [***] (i.e. [***] scheduled deliveries / updates on new onboarded care homes); .
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| (c) |
Tender packages individually identified to ParcelPal complete with order number, customer name, complete address, postal code, buzzer number, phone number, email, and any specific notes
for drop offs;
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| (d) |
Co-operate with ParcelPal in all matters relating to the DP Service through proper channels of communication for each request.
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| (e) |
Not hire any ParcelPal employee or contractor to perform similar services while this agreement is in effect.
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| (f) |
Provide ParcelPal with any requests for credit resulting from damaged packages or negative customer service escalations via email within [***]of occurrence along with supporting
information:
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| a. |
Date, time and order number
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| b. |
Photo of damage
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| c. |
Any other relevant proof of claim.
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3
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2.2 If the performance of ParcelPal’s obligations under this agreement is prevented or delayed by any act or omission of Bayshore Pharmacy its agents, sub-contractors, consultants or employees,
then, without prejudice to any other right or remedy it may have, ParcelPal shall be allowed an extension of time to perform its obligations equal to the delay caused by Bayshore Pharmacy.
2.3 Bayshore Pharmacy shall appoint a named individual (whose contact details shall be provided to ParcelPal and updated
as necessary from time to time) who shall have authority to bind Bayshore Pharmacy contractually on all matters relating to this agreement.
| a. |
Provide Bayshore Pharmacy with next day and same day delivery services as requested for the 0000 000 Xxxxxx, Xxxxx 000 Xxxxx Xxxxxx, XX X0X 0X0 pharmacy location.
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| b. |
Provide Next Day delivery;
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| i. |
Between [***]
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| ii. |
Within an [***]delivery window from time of pick up
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| iii. |
On all manifests provided [***]in advance
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| iv. |
Pick up at [***][***], in accordance with Appendix C unless changed with written notice / request to ParcelPal [***] in advance
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| c. |
Provide Same Day delivery;
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| i. |
Between [***]
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| ii. |
Within an [***]delivery window from time of pick up
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| iii. |
On all manifests provided less than [***]in advance - by [***]the day of delivery pick up
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| iv. |
Pick up at [***], [***], in accordance with Appendix C unless changed with written notice / request to ParcelPal [***] in advance
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| d. |
Provide to Bayshore Pharmacy in a timely manner all ParcelPal Materials required in order for Bayshore Pharmacy to avail the DP Services and ensure that they are accurate and complete;
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| e. |
Provide to Bayshore Pharmacy from time to time such assistance as Bayshore Pharmacy may reasonably require accessing the DP Service;
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| f. |
Obtain and maintain all necessary licenses and consents and comply Applicable Laws to provide the DP Services;
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| g. |
Allow and provide Bayshore Pharmacy access to such information as Bayshore Pharmacy may reasonably require (including data, security access information and software interfaces of other
business software application of ParcelPal) to provide a delivery service to the Customers;
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| h. |
Ensure that during the Term the DP Platform makes available to Bayshore Pharmacy in a timely manner time stamped updates from the delivery vehicles/riders and a method of vehicle/driver
tracking which can be pushed through API;
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3.2 If Bayshore Pharmacy's performance of its obligations under this agreement is prevented or delayed by any act or omission
of ParcelPal, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, Bayshore Pharmacy shall be allowed an extension of time to perform its obligations equal to the delay caused by
ParcelPal.
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3.3 ParcelPal shall use its best endeavors during the Term to ensure that the fleet of delivery vehicles adhere to the
service level agreements with Customers, details of which shall be provided to ParcelPal by Bayshore Pharmacy as requested.
3.4 ParcelPal shall appoint a named individual (whose contact details shall be provided to Bayshore Pharmacy and updated as
necessary from time to time) who shall have the authority to bind ParcelPal contractually on all matters relating to this agreement.
4.1 Bayshore Pharmacy will be charged in accordance with the following rate table on all deliveries made within the zones in
Appendix B, and any applicable surcharges in Appendix A:
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Base Rate Per Next Day Stop
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[***]
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Base Rate Per Same Day Stop
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[***]
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Charge Per Additional Package
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[***]
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Ad-Hoc Rate Per Package
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[***]
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Total Discount Applied to Invoice
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Total Stops Per Pickup Location Per [***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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The definitions of each service level charge are:
Next Day: orders placed [***]from time of pick up, [***].
Same Day: orders placed [***].
Additional Package: all orders placed are considered to be [***]. Orders with more than [***]will be eligible for this charge.
Ad-Hoc Package: packages given to a driver on an existing order at time of pickup not previously stated on the existing order which must be manually added to
the manifest by the driver.
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Orders placed outside delivery zones in Appendix B and predefined order placement windows will be considered “ad-hoc orders” subject to the next day, same day, and/or ad-hoc rate in addition to a
[***]charge.
4.2 ParcelPal shall invoice Bayshore Pharmacy at the end of [***]for DP Service performed during that [***]. Billing will be
sent out no later than [***]after the [***].
4.3 Bayshore Pharmacy shall pay each undisputed invoice or amounts within such invoice as are undisputedly submitted to it by
ParcelPal within [***]of receipt.
4.4 All sums payable to ParcelPal under this agreement are exclusive of Taxes, and Bayshore Pharmacy shall in addition pay an
amount equal to any Taxes chargeable on those sums on delivery of an invoice for such Taxes.
5.1 This agreement shall commence on the Effective Date and expire on April 5, 2022 (the “Initial
Term”), unless earlier terminated in accordance with this agreement, provided that if a termination notice is not provided by either party on or prior to [***]prior to the end of the Initial Term, this agreement shall automatically renew for
successive one-year terms (each, a “Renewal Term”, and together with the Initial Term, the “Term”).
5.2 This Agreement may be terminated in the following circumstances:
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(a)
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By Bayshore Pharmacy for convenience upon [***] written notice to ParcelPal;
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| (a) |
Immediately by a party if the other party fails to perform or is otherwise in breach of its obligations under this agreement, provided that the non-breaching party first provides a
written notice to the breaching party, and in the event that the breach is capable of remedy, the breaching party shall have [***]to remedy the breach;
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| (b) |
By a party upon a Force Majeure Event in accordance with Section 6.4;
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| (c) |
Automatically if either party shall cease to have the licenses and/or accreditations necessary for it to conduct the business or perform its obligations contemplated for it hereunder, or
if such party otherwise ceases to conduct business; or
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| (d) |
Immediately by a party if the other party is subject to an order, judgment, or decree shall be entered by a court of competent jurisdiction or upon an application of a creditor,
adjudicating a party to be bankrupt or insolvent, or approving a petition seeking reorganization of such party or appointing a receiver, trustee or liquidator of such party or of all or a substantial part of its assets.
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5.3 On termination or expiry of this agreement:
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(a)
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Bayshore Pharmacy shall pay to ParcelPal all charges outstanding to ParcelPal and, in respect of the DP Service supplied but for which no invoice has been
submitted, ParcelPal may submit an invoice;
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| (b) |
ParcelPal shall immediately end provision of the DP Service;
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(c)
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ParcelPal shall immediately return to Bayshore Pharmacy any property of Bayshore Pharmacy provided by Bayshore Pharmacy to ParcelPal as part of the
Service;
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(d)
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Bayshore Pharmacy shall on request return any of ParcelPal materials used up in the provision of the service
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(e)
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any provisions that by their nature survive termination of this agreement shall continue to apply.
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5.4 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties
that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
6.1 Provided it has complied with clause 6.3, if a party is prevented, hindered or delayed in or from performing any of its
obligations under this agreement by a Force Majeure Event (such party, an “Affected Party”), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the
performance of such obligations. The time for performance of such obligations shall be extended accordingly.
6.2 The corresponding obligations of the other party will be suspended, and it’s time for performance of such obligations extended, to the same extent as those of the Affected Party.
6.3 The Affected Party shall:
(a) as soon as reasonably practicable after the start of the Force Majeure Event but no later
[***] from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the
agreement; and
(b) use all reasonable endeavors to mitigate the effect of the Force Majeure Event on the
performance of its obligations.
6.4 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a
continuous period of more than [***], the party not affected by the Force Majeure Event may terminate this agreement by giving [***]written notice to the Affected Party.
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7. Cargo Loss
7.1 ParcelPal be liable to Bayshore Pharmacy for loss, damage, or injury to the shipment(s) while such shipment(s) are in the
possession or under the control of ParcelPal (including its subcontractors or agents) or resulting from ParcelPal (including its subcontractors or agents) performance of or failure to properly perform the transportation services provided for in this
agreement or arising from any cause while in the possession of or under the control of ParcelPal (including its negligence); provided, however, that ParcelPal shall not be liable for any loss, damage or injury arising out of the acts or omissions of
Bayshore Pharmacy’ fridge space or Bayshore Pharmacy’s consignees, employees or subcontractors of either, Force Majeure Event, the inherent nature of the shipment, their packing or packaging or the loading and unloading of the shipments by Bayshore
Pharmacy.
7.2 All cargo loss credit requests must be submitted via email within [***]of occurrence to: [***], [***],
[***]with:
| (a) |
Date, time and order number
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| (b) |
Photo of damage
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| (c) |
Any other relevant proof of claim
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8.1 This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute
a duplicate original, but all the counterparts shall together constitute the one agreement.
8.2 Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) by
email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this agreement. If such method of delivery is adopted, without prejudice to the validity of the agreement thus made, each party shall provide the
other with the original of such counterpart as soon as reasonably possible thereafter.
8.3 No counterpart shall be effective until each party has executed and delivered at least one counterpart.
| (a) |
As used in this Agreement, the words “Confidential Information” means all information which is disclosed at any time by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) which the Disclosing Party considers confidential, regardless of whether such information is in oral,
visual, electronic, written or other form and whether or not identified as confidential information, including, without limitation, technical, business, financial and marketing information, information on patients or residents, personal health
information and other information about identifiable individuals. “Confidential Information” shall not include such portions of the Confidential Information which (i) become generally available to the public other than as a result of a
disclosure by the Receiving Party in breach hereof, (ii) are received by the Receiving Party from an independent third party who had obtained the Confidential Information lawfully, (iii) the Receiving Party can show were in its lawful
possession before it received such Confidential Information from the Disclosing Party, or (iv) the Receiving Party can show was independently developed by the Receiving Party or on the Receiving Party’s behalf.
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| (b) |
The Receiving Party agrees to (i) hold in strict confidence all Confidential Information of the Disclosing Party, (ii) use the Confidential Information solely to perform its obligations
or to exercise its rights under this Agreement, and (iii) use the same degree of care to protect Confidential Information in its possession as it uses to protect its own Confidential Information of like nature, but in no circumstances less than
reasonable care.
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| (c) |
In the event that the Receiving Party becomes legally compelled to disclose any of the Confidential Information, the Receiving Party will promptly provide the Disclosing Party with
written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this agreement.
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| (d) |
Except as required by Applicable Law, neither party shall make any public reference in any manner (including without limitation in any press release, customer list, website, presentation
or other media or method) to the other party, this agreement, or the relationship created thereby without the prior written consent of the other party.
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10.1 Each party agrees to indemnify and hold harmless the other with respect to any loss, damage or claim resulting from or
relating to third party claims arising from or relating to its negligent acts or omissions or those of its representatives under this agreement.
11.1 The relationship between ParcelPal and Bayshore Pharmacy is one of independent contractor.
This agreement is not intended to create, and shall not be construed as creating, between the parties the relationship of principal and agent, joint venturers, partners or any similar relationship, the existence of which is hereby expressly denied,
nor shall ParcelPal be considered in any sense an affiliate of the Bayshore Pharmacy or vice versa.
12.1 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection
with it or its subject matter or formation 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.
13. Jurisdiction
13.1 Each party irrevocably agrees that the courts of the Province of British Columbia in the City of Vancouver shall have
exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation. This agreement has been entered into as of the date first set
out above.
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14. Assignment
14.1 Neither party may assign this agreement without the prior written consent of the other party.
15.1 Time shall, in all respects, be of the essence of each and every part of this agreement.
IN WITNESS HEREOF each Party hereto has caused this agreement to be executed by its duly authorized representatives.
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Bayshore Pharmacy:
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Signature:
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Date of Signature:
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2021/03/31
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Name:
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Xxxx Xxxxx
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Title:
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Signature:
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Date of Signature:
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2021/03/31
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| Name: | Xxxxxxx XxXxx | |
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Title:
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VP Operations
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Appendix A: Delivery Rates / Additional Charges
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ParcelPal Additional Charges
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Item
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Description
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Cost (CAD $)
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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ParcelPal Redelivery Attempts Charges
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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ParcelPal Returns and Reverse Logistics Charges
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[***]
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[***]
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[***]
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Appendix B: Service Map
[***]
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Appendix C: Hours of Operations
Note: All times in PST
Service Hours
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Day
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Opening Hours
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First Pick up
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Last Pick Up
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Closing Hours
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Monday
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[***]
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[***]
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[***]
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[***]
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Tuesday
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[***]
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[***]
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[***]
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[***]
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Wednesday
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[***]
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[***]
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[***]
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[***]
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Thursday
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[***]
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[***]
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[***]
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[***]
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Friday
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[***]
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[***]
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[***]
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[***]
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Saturday
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[***]
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[***]
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[***]
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[***]
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Sunday
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[***]
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[***]
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[***]
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[***]
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[***]
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Appendix D: Personnel Contact List
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Name
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Company
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Email
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Phone
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
|
[***]
|
[***]
|
|
[***]
|
[***]
|
[***]
|
[***]
|
14
