1.1. “Additional Charge” means any fees or expenses not specifically included in any recurring Services fees, including but not limited to: out-of-pocket expenses, travel costs, after-hours support, or any Service Request performed in the absence of, or outside the scope of, an applicable Statement of Services or Quote.

1.2. “Affiliate” means any entity that, directly or indirectly, controls, is controlled by, or is under common control with a Party. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.

1.3. “After Hours” means any time outside of the defined Business Hours.

1.4. “Aggregate Data” means: (i) data generated by aggregating Client Data with other data so that results are non-personally identifiable; and (ii) learnings, logs, and data obtained by Codemark in connection with its provision of Services. This includes, without limitation, performance metrics, measurements of service use, and threat intelligence derived from the Client’s environment, provided that such data does not identify the Client or any individual.

1.5. “Applicable Laws” means all federal, provincial, and local laws, statutes, regulations, and rules applicable to the Parties, the Services, or Client Data, including but not limited to all applicable privacy and data protection laws (such as PIPEDA and PHIPA) and any applicable industry-specific regulatory requirements which are relevant to the Client’s business operations.

1.6. “Authorized Contact” means any individual(s) designated by the Client who have the authority to execute Statements of Services, authorize Service Requests, and make decisions regarding the Services on behalf of the Client.

1.7. “Business Day” means any day that falls within Business Hours.

1.8. “Business Hours” means 9:00 AM to 5:00 PM Eastern Time (ET) on days other than Saturday, Sunday, or any statutory holiday observed in the Province of Ontario or by the Federal Government of Canada.

1.9. “Client Data” means all data, information, or material provided by the Client or its Users to Codemark, or stored, collected, or processed by Codemark on behalf of the Client in connection with the Services. This includes, without limitation, credentials, configurations, and backup data.

1.10. “Client Systems” means the collective group of Devices, Infrastructure Devices, Peripherals, and cloud-based subscriptions or software instances owned, leased, or licensed by the Client that are specifically identified in an applicable Statement of Services.

1.11. “Codemark Technology” means all of Codemark’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Client by Codemark in providing the Services.

1.12. “Confidential Information” means all non-public information, in any form, disclosed by either Party that: (i) is marked “confidential,” “proprietary,” or in some other manner to indicate its confidential nature; or (ii) by its nature or the circumstances of its disclosure, should reasonably be understood to be confidential. Confidential Information shall expressly include: (i) all Client Data; (ii) Codemark’s pricing, service methodologies, documentation, and internal security reports; (iii) any non-public technical data, source code, or “know-how” furnished by Codemark in performance of the Services. Confidential Information shall not include any information which: (i) is or becomes part of the public domain through no fault of the receiving Party; (ii) was already known to the receiving Party prior to disclosure; (iii) is rightfully acquired from a third party without restriction; (iv) is independently developed without use of the Confidential Information; or (v) is required to be disclosed by law or court order (provided the receiving Party gives the disclosing Party prompt notice to allow for a protective order).

1.13. “Cybersecurity Services” means the suite of security-related Services (such as threat monitoring, identity management, and endpoint protection) which are specifically identified within a Statement of Services, designed to assist the Client in protecting the confidentiality, integrity, and availability of Client Data.

1.14. “Deliverables” means the specific reports, data, software, code, or other tangible work product identified in a Statement of Services or Quote to be delivered by Codemark to the Client. Deliverables do not include Background IP (as defined in Section 9).

1.15. “Device” means any workstation, laptop, tablet, or smartphone which is specifically identified in a Statement of Services or registered within Codemark’s management systems for the purpose of receiving Services.

1.16. “Documentation” means any manuals, guidelines, or policies provided by Codemark to the Client, including the Client Handbook, which sets forth support procedures, ticket submission guidelines, and other operational requirements. Documentation also includes any materials generally distributed to subscribers to assist in the use of the Services.

1.17. “Equipment” means any Infrastructure Device, Device, Peripheral, or other tangible physical assets provided, sold, or leased by Codemark to the Client.

1.18. “Excusable Delay” means any delay in the performance of the Services caused by the Client’s failure to fulfill its obligations, provide necessary access, or meet identified prerequisites, as well as delays caused by Force Majeure events or third-party vendor outages.

1.19. “Force Majeure” means an event or circumstance beyond the reasonable control of a Party, including but not limited to: acts of God, fire, flood, storm, lightning, or other natural disasters; pandemic, epidemic, or public health emergencies; war, terrorism, riots, civil unrest, or national/regional emergencies; strike or labour disputes; and power failure or widespread telecommunications and internet outages.

1.20. “Infrastructure Device” means any server (physical or virtual), firewall, switch, wireless access point, network-attached storage (“NAS”), or other core network hardware used to provide or secure the Client’s computing environment. All Infrastructure Devices must be covered by an active manufacturer’s warranty or vendor support agreement to be eligible for Services.

1.21. “Intellectual Property Rights” means all proprietary rights anywhere in the world, including patents, copyrights, trademarks, trade secrets, and any other proprietary rights in software, code, or documentation.

1.22. “Peripheral” means any hardware or accessory attached directly to a Device (via USB, Bluetooth, or other local connection) or via a network connection to the Client’s environment that is not a Device or an Infrastructure Device, including but not limited to: biometric readers, multi-function printers (MFPs), plotters, scanners, and VoIP handsets. Codemark may require that specialized Peripherals be covered by an active vendor support agreement to be eligible for Services.

1.23. “Personal Health Information” or “PHI” has the same meaning as set forth in the Personal Health Information Protection Act, 2004 (Ontario) (“PHIPA”). The Client acknowledges that Codemark’s role is that of an “Electronic Service Provider,” as defined in Section 10(4) of PHIPA, providing infrastructure support, and that Codemark does not have primary custody or control over the Client’s electronic medical records or pharmaceutical management systems. Codemark shall comply with the obligations of an Electronic Service Provider as set out in Ontario Regulation 329/04, Section 6, including strictly limiting any use or disclosure of PHI to what is necessary for the provision of the Services.

1.24. “Personal Information” has the same meaning as set forth in the Personal Information Protection and Electronic Documents Act (Canada) (“PIPEDA”), and generally means any information about an identifiable individual.

1.25. “Service Request” means any formal request from a User for a specific action, information, or change. In the absence of an applicable Statement of Services, the submission of a Service Request constitutes authorization for Codemark to perform the work as an Additional Charge at Codemark’s then-current standard hourly rates and billing practices.

1.26. “Statement of Services” means any document executed by authorized representatives of both Parties, or in the case of Project Work (aka “ProServices”), executed by an authorized representative of the Client, that sets forth the Services ordered, and any products or licenses to be procured, by Client from Codemark, including all applicable fees, restrictions, and any other terms agreed upon by the Parties.

1.27. “Third-Party Service Provider” means any third-party vendor, including but not limited to, internet service providers, hardware manufacturers, or leased equipment providers, whose services or products are utilized by the Client or integrated with the Services.

1.28. “User” means a unique individual (employee, contractor, or agent of Client) authorized by Client to access the Services. The number of Devices supported by User shall be as specified in any applicable Statement(s) of Services.

1.29. “Quote” means any written communication from Codemark (including via email, client portal, or formal document) that specifies pricing for hardware, software, licenses, and/or one-time services. A Quote is deemed an authorized and binding document upon the Client’s written confirmation, electronic signature, or payment of the associated invoice. Any such authorization incorporates the terms of this MSA by reference.

Unless otherwise expressly provided in this MSA or as the context otherwise requires:

2.1. Headings. Headings are solely for convenience of reference and are not intended to be guides to the interpretation of this MSA.

2.2. Accounting Terms. All accounting terms shall be interpreted, and all financial determinations and calculations hereunder shall be made, in accordance with Canadian Generally Accepted Accounting Principles (GAAP) as set forth from time to time in the Handbook of the Chartered Professional Accountants of Canada (“CPA Canada Handbook”), applied on a consistent basis.

2.3. Currency. All references to currency mean Canadian (CAD) dollars.

2.4. Time. All references to time refer to the Eastern Time Zone (ET).

2.5. Statutes. A reference to a statute includes all regulations made under it and any statute or regulation that supplements or supersedes it.

2.6. Successors. A reference to an entity includes any successor to that entity.

2.7. Gender and Number. Words importing the singular include the plural and vice versa; words importing any gender include all genders (including masculine, feminine, and neuter); and words importing persons include individuals, corporations, limited liability companies, partnerships, trusts, and other legal entities.

2.8. Inclusive Language. The word “including”, when following a general statement, is not to be construed as limiting that statement to the specific items listed, but rather as permitting the statement to refer to all other items that could reasonably fall within its broadest possible scope.

2.9. Section Reference. A reference to a Section is to a Section of this MSA.

3.1. Provision of Services. Codemark will provide the Client with subscribed managed IT services, cybersecurity, and business resilience solutions, as well as any technical, project, or consulting services as described in one or more Statements of Services or authorized Service Requests (collectively, the “Services”).

3.2. Cloud Services and Third-Party Products. The Services may include providing the Client with access to third-party cloud solutions, software-as-a-service (“SaaS”) platforms (such as Microsoft 365), and locally installed applications (collectively, “Third-Party Products”). The Client acknowledges that such Third-Party Products are subject to the terms and conditions of the respective Third-Party Service Provider (e.g., the Microsoft Customer Agreement). Codemark does not warrant the continuous availability of Third-Party Products and is not responsible for any service interruptions caused by the Third-Party Service Provider. Pricing for Third-Party Products is determined by the Third-Party Service Provider; any increases in such pricing will be passed through to the Client and reflected on the next applicable Invoice.

3.3. Governing Terms. All Services are provided subject to the terms and conditions of this MSA and any applicable Statements of Services. In the event of a conflict between these documents, the order of precedence set forth in Section 15.11 shall apply.

3.4. Authorization and Execution All Services and products shall be authorized in accordance with the execution requirements set forth in the definitions of Statement of Services (Section 1.26) and Quote (Section 1.29). The Parties agree that electronic communication and digital signatures shall be deemed original for all purposes. Codemark’s commencement of work or procurement of products following such authorization shall constitute its acceptance of the order.

4.1 Personnel. Codemark shall have sole discretion in determining which of its personnel or Subcontractors are assigned to perform the Services.

4.2. Subcontracting. Codemark reserves the right to use subcontractors or third-party service providers (collectively, “Subcontractors”) to perform any portion of the Services under this MSA or any applicable Statement of Services. Codemark shall remain responsible for the performance of such Subcontractors and for their compliance with any confidentiality and security obligations.

4.3. Assignment. Neither Party may assign or transfer its rights or obligations under this MSA or any applicable Statement of Services, in whole or in part, without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed. Notwithstanding the foregoing, Codemark may assign this MSA and any related Statements of Services without consent to an Affiliate, or in the event of a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms of this MSA.

4.4. Publicity. During the term of this MSA, Codemark may use the Client’s name and logo on its website and in promotional materials solely to identify the Client as a customer of Codemark. Codemark shall comply with any written logo usage guidelines provided by the Client. The Client may revoke this right at any time by providing written notice to Codemark, after which Codemark shall cease new uses of the logo within thirty (30) days.

5.1. Service Fees and Invoicing. Client shall be invoiced and pay any fees for Services as set forth in any applicable Statements of Services or Quotes, together with any Additional Charges.

5.2. Default Payment Terms. Unless otherwise specified in a Statement of Services or Quote, all invoices are due and payable within fifteen (15) days of the invoice date.

5.3. Deposits. Notwithstanding Section 5.2, any deposits as stated in a Statement of Services or Quote must be paid in full upon authorization of the Statement of Services or Quote. Codemark shall have no obligation to place orders with suppliers or vendors, and may delay the commencement of Services, until the associated deposit is paid in full. The Client acknowledges that pricing and availability of third-party products are subject to change until the order is placed.

5.4. Standard Billing Increments. All Services billed on an hourly basis (including Additional Charges) are subject to a standard billing increment of fifteen (15) minutes. Notwithstanding this increment, the following minimum charges apply: (i) remote support has a fifteen (15) minute minimum charge; and (ii) onsite support has a two (2) hour minimum charge.

5.5. Travel and Expenses. To ensure predictable service delivery and team safety, the following travel rules apply to all Services: (i) Local Service Zone. The “Local Service Zone” is defined as a 50km radius from Codemark’s primary place of business; (ii) Expense Application. Except where explicitly defined as inclusive within a Statement of Services or Quote, all travel time and mileage within the Local Service Zone will be considered Additional Charges; (iii) Extended Travel and Subsistence. For engagements outside the Local Service Zone, or where Codemark determines that same-day return travel is impractical or unsafe due to distance or work duration, the Client shall be responsible for all travel time, mileage, and reasonable lodging and meal expenses; and (iv) Coordination. Codemark will coordinate any travel requiring overnight stays or significant expense with the Client in advance to ensure transparency and budget alignment.

5.6. Taxes and Duties. All fees and prices set forth in any Statement of Services or Quote are exclusive of applicable taxes. The Client shall be responsible for and shall pay all Harmonized Sales Tax (HST), and any other federal, provincial, or local sales, use, value-added, or other taxes, duties, or levies (collectively, “Taxes”) applicable to the Services and products provided under this MSA or any applicable Statement of Services or Quote. If Codemark is required by law to collect and remit such Taxes, they will be added as a separate line item on the Client’s invoice.

5.7. Late Payments and Suspension of Services. Any invoice not paid within thirty (30) days of the invoice date may, at Codemark’s sole discretion, be subject to interest at a rate of 2% per month (24% per annum). Interest shall be calculated and compounded monthly on the unpaid balance from the date the invoice became overdue until paid in full. If an account remains past due beyond sixty (60) days, Codemark reserves the right to suspend or discontinue all Services and procurement. Such suspension shall occur no less than five (5) business days following a final written notice of intent to suspend. Codemark shall have no liability for any loss, data breach, or damages resulting from a suspension of Services due to non-payment.

5.8. Title and Risk of Loss. (i) Title. Notwithstanding delivery to the Client, title to and ownership of all Equipment shall remain solely with Codemark until the Client has paid the applicable Invoice (including any applicable taxes and shipping) in full. Until such time as title passes, the Client shall hold the Equipment as a bailee for Codemark. (ii) Right of Repossession. In the event of a default in payment, Codemark may, at its option and in addition to any other legal remedies, require the Client to assemble the Equipment and make it available to Codemark at a place designated by Codemark, or enter the Client’s premises during normal business hours to take possession of and remove the Equipment. (iii) Risk of Loss. Responsibility for any damage, loss, or theft of the Equipment (“Risk of Loss”) shall pass to the Client immediately upon delivery to the Client’s premises or upon the Client taking possession of the Equipment.

5.9. Fee Adjustments. Unless otherwise specified in an applicable Statement of Services, Codemark reserves the right to update its standard hourly rates at any time. Such adjustments are typically effective January 1 of each calendar year and are influenced by the Consumer Price Index (CPI) and other market factors.

5.10. Invoice Disputes. The Client must notify Codemark in writing of any specific dispute with an invoice within ten (10) business days of the invoice date. If no dispute is raised within this period, the invoice is deemed accepted. In the event of a partial dispute, the Client shall pay the undisputed portion of the invoice in accordance with the terms of this MSA and any applicable Statement of Services. All payments shall be made in full without any set-off, deduction, or counterclaim.

6.1. General Cooperation. Client shall provide Codemark with all necessary information, administrative credentials, and physical and remote access to the Client Systems required to perform the Services. Client shall ensure that its premises are safe and provide a workspace suitable for the professional performance of the Services. Client acknowledges that Codemark’s ability to perform the Services is dependent upon Client’s timely and accurate performance of its obligations and the provision of such access. Any delays in Codemark’s performance caused by the Client’s failure to provide such cooperation or access shall be considered an Excusable Delay and shall not constitute a breach of this MSA or any applicable Statements of Services by Codemark, but may result in Additional Charges.

6.2. Designated Representative. Client shall designate at least one primary point of contact (the “Designated Representative”) who shall: (i) possess the full authority to provide instructions, approvals, and authorizations for Quotes, Statements of Services, Service Requests, or any other changes to the Services; and (ii) serve as the primary liaison for the exchange of technical information and credentials. Codemark shall be entitled to rely on any instructions, approvals, and authorizations provided by the Designated Representative as binding upon the Client without further inquiry. Codemark shall not be liable for any delays or errors resulting from the Client’s failure to maintain a current and responsive Designated Representative. Client may change its Designated Representative at any time by providing written notice to Codemark.

6.3. Security Hygiene. Client is responsible for the internal security culture of its organization and for ensuring that its personnel adhere to industry-standard security practices. Codemark shall have no liability for any security breach, data loss, or system compromise (including any resulting costs, fines, or notification obligations) to the extent resulting from: (i) Client’s failure to implement or follow Codemark’s security recommendations including, without limitation, multi-factor authentication (MFA), password complexity policies, or critical security patching; (ii) unauthorized configuration changes made to the Client Systems by Client personnel or third parties; (iii) the sharing, loss, or compromise of administrative credentials or MFA tokens by Client personnel; or (iv) successful phishing or smishing, scareware, “social engineering,” or other deceptive acts targeting Client personnel.

6.4. Statement of Services Responsibilities. In addition to the general responsibilities in this Section 6, Client shall perform any specific tasks, provide any specialized equipment, or meet any prerequisites identified as “Client Responsibilities” or “Assumptions” within an applicable Statement of Services or Quote. If the Client’s failure to meet these specific obligations results in a delay or increased cost to Codemark, such failure shall be deemed an Excusable Delay, and Codemark reserves the right to adjust timelines and fees accordingly.

7.1. Non-Disclosure. Each Party (as a “Receiving Party”) agrees to maintain the Confidential Information of the other Party (the “Disclosing Party”) in strict confidence. The Receiving Party shall use the same degree of care it uses to protect its own similar information, but in no event less than a reasonable degree of care, to prevent any unauthorized use, access, or disclosure of Confidential Information.

7.2. Authorized Use. The Receiving Party shall use the Confidential Information solely for the purpose of exercising its rights and performing its obligations under this MSA or any applicable Statement of Services.

7.3. Permitted Disclosure. The Receiving Party may disclose Confidential Information only to its employees, officers, and subcontractors who: (i) have a “need to know” such information to perform the Services; and (ii) are bound by written confidentiality obligations at least as restrictive as those contained in this Section 7. The Receiving Party shall remain liable for any breach of this Section 7 by its employees, officers, or subcontractors.

7.4. Security Breach Notification. If the Receiving Party becomes aware of any unauthorized access, use, or disclosure of the Disclosing Party’s Confidential Information (a “Security Breach”), the Receiving Party shall: (i) notify the Disclosing Party without undue delay; (ii) take reasonable steps to mitigate the effects of the Security Breach; and (iii) provide reasonable assistance to the Disclosing Party in any required investigation or notification to regulatory authorities (such as the Office of the Privacy Commissioner of Canada).

7.5. Survival. The obligations of confidentiality set forth in this Section 7 shall survive the expiration or termination of this MSA for a period of three (3) years; provided, however, that with respect to any Confidential Information constituting a trade secret under applicable law, such obligations shall survive for as long as such information remains a trade secret.

8.1. Restriction. During the term of this MSA and for a period of twelve (12) months following the later of: (i) the termination or expiration of this MSA; or (ii) the date on which Codemark last provided Services to the Client under any Statement of Services or Quote, Client shall not, without Codemark’s prior written consent, directly or indirectly solicit for employment, hire, or engage as an independent contractor any employee or Subcontractor of Codemark who was involved in the performance of the Services.

8.2. Liquidated Damages. If Client breaches Section 8.1, Client acknowledges that Codemark will suffer significant economic loss that is difficult to quantify (including recruitment, training, and lost opportunity costs). Accordingly, Client agrees to pay Codemark, as liquidated damages and not as a penalty, a placement fee equal to the greater of: (i) fifty percent (50%) of the hired individual’s new annual starting salary (including signing bonuses) offered by the Client; or (ii) fifty thousand dollars ($50,000). Such fee shall be payable within thirty (30) days of the individual’s commencement of work for the Client.

9.1. Background IP. Each Party shall retain all right, title, and interest in and to any intellectual property owned or licensed by it prior to the Effective Date or developed independently of this MSA, any Statement of Services, or Quote (“Background IP”). Codemark grants the Client a non-exclusive, non-transferable, royalty-free license to use Codemark’s Background IP solely to the extent necessary for the Client to receive and use the Services under this MSA, any Statement of Services, or Quote for its internal business purposes during the term of this MSA.

9.2. Client Materials. As between the Parties, the Client owns all right, title, and interest in and to any data, information, or materials provided by the Client to Codemark (“Client Materials”). All Client Materials shall be deemed as Confidential Information of the Client.

9.3. Project Deliverables. Upon payment in full of all associated fees, Codemark hereby assigns to the Client all right, title, and interest in and to any custom reports, specific hardware configurations, or documentation created specifically for the Client and identified as a “Deliverable” under a Statement of Services or Quote. Notwithstanding the foregoing, Codemark retains ownership of all underlying code, scripts, methodologies, and “know-how” used to create such Deliverables.

9.4. Moral Rights Waiver. To the extent any Deliverables consist of copyrightable works, Codemark shall cause its personnel and Subcontractors to waive any “moral rights” they may have in such works in favour of the Client.

10.1. Codemark Indemnification. Codemark shall defend, indemnify, and hold harmless the Client from and against any third-party claims, damages, or costs (including reasonable legal fees) to the extent arising out of a claim that the Services or Deliverables, as provided by Codemark, infringe upon the intellectual property rights of a third party.

10.2. Client Indemnification. Client shall defend, indemnify, and hold harmless Codemark and its officers, directors, and employees from and against any third-party claims, damages, or costs (including reasonable legal fees) arising out of or related to: (i) any Client Materials that infringe the intellectual property or privacy rights of a third party; (ii) Client’s use of the Services in violation of applicable law or the terms of this MSA; or (iii) any Security Breach to the extent caused by the Client’s failure to maintain the “Security Hygiene” standards set forth in Section 6.3.

10.3. Procedures. The Party seeking indemnification (the “Indemnified Party”) shall: (i) promptly notify the other Party (the “Indemnifying Party”) in writing of the claim; (ii) grant the Indemnifying Party sole control over the defense and settlement of the claim; and (iii) provide reasonable cooperation in the defense of the claim at the Indemnifying Party’s expense.

10.4. Limitations to IP Indemnity. Codemark shall have no obligation under Section 10.1 for any claim resulting from: (i) Client’s modification of a Deliverable; (ii) Client’s use of a Deliverable in combination with non-Codemark products not approved by Codemark; or (iii) Codemark’s compliance with specific designs or instructions provided by the Client.

11.1. Limited Warranty. Codemark warrants that it shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards. The Client’s sole remedy for a breach of this warranty shall be the re-performance of the deficient Services, provided that the Client notifies Codemark of the deficiency in writing within ten (10) Business Days of performance.

11.2. Disclaimers. Except for the express warranty in Section 11.1, Codemark provides all Services, third-party software, and hardware on an “as is” and “as available” basis. Codemark and its licensors make no other representations or warranties, express or implied, including but not limited to any implied warranties of merchantability or fitness for a particular purpose. Without limiting the foregoing: (i) No Guarantee of Security: Codemark does not warrant that the Services will be 100% secure or prevent all cyberattacks, unauthorized access, or data breaches. (ii) No Guarantee of Uptime: Codemark does not warrant that the Services will be uninterrupted, error-free, or compatible with all Client hardware or software. (iii) Third-Party Products: Any warranties for Third-Party Products (as defined in Section 3.2) are provided solely by the respective manufacturer or licensor and not by Codemark.

11.3. Internet Performance. The Client acknowledges that the Services may be subject to limitations and delays inherent in the use of the internet and electronic communications. Codemark is not responsible for any such delays, delivery failures, or damages resulting therefrom.

13.1. Term. This MSA shall commence on the Effective Date and shall continue until terminated by either Party in accordance with this Section 13. Individual Statements of Services or Quotes shall each have their own term or duration as specified therein (or, if no term is specified, until the Services or Deliverables therein are completed); however, the termination or expiration of any specific Statement of Services or Quote shall not, in itself, terminate this MSA.

13.2. Termination for Convenience. Either Party may terminate this MSA, or any individual Statement of Services or Quote, for any reason by providing at least sixty (60) days’ prior written notice to the other Party.

13.3. Termination for Cause. Either Party may terminate this MSA, or any individual Statement of Services or Quote, immediately upon written notice if the other Party: (i) materially breaches this MSA, or any applicable Statement of Services or Quote, and fails to cure such breach within thirty (30) days of receiving written notice of such breach; (ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors; or (iii) is unable to perform its obligations due to a Force Majeure event (as defined in Section 1.19) that continues for a period of more than thirty (30) successive days.

13.4. Effect of Termination. Upon termination of this MSA, or any Statement of Services or Quote, for any reason: (i) Client shall pay Codemark for all Services performed and expenses incurred up to the effective date of termination; (ii) Each Party shall return or, at the Disclosing Party’s request, destroy all Confidential Information of the other Party in its possession; and (iii) Codemark shall provide reasonable “off-boarding” assistance (e.g., providing passwords and administrative access) to the Client or their designated successor provider, provided that all undisputed fees have been paid in full.

13.5. Survival. Any provision of this MSA which by its nature should survive termination shall remain in full force and effect, including but not limited to: Section 1 (Definitions), Section 5 (Fees and Payment), Section 7 (Confidentiality), Section 8 (Non-Solicitation), Section 9 (Intellectual Property), Section 10 (Indemnification), Section 11 (Warranties and Disclaimers), Section 12 (Limitation of Liability), Section 14 (Insurance), and Section 15 (General Provisions). For greater certainty, the following subsections of Section 15 shall expressly survive: 15.1 (Governing Law), 15.2 (Amendments), 15.3 (Entire Agreement), and 15.6 (Relationship of Parties).

13.6. Suspension for Non-Cooperation. If Client fails to perform its obligations under Section 6 (Client Responsibilities) and such failure prevents Codemark from performing the Services for more than ten (10) business days, Codemark may, upon written notice, suspend performance of the affected Statement of Services or Quote. During such suspension: (i) Codemark shall have no liability for missed timelines or service level delays; (ii) Client remains responsible for all fees incurred up to the date of suspension; and (iii) Codemark may charge a reasonable “Restart Fee” (not to exceed fifteen percent (15%) of the applicable Statement of Services value or Quote value, or $2,500, whichever is less) to cover the costs of reallocating personnel and resources once the Client cures the failure.

14.1. Insurance Obligations of Codemark. Codemark shall maintain, at its own expense, commercially reasonable limits of insurance coverage consistent with industry standards for information technology providers, including: (i) Commercial General Liability; (ii) Professional Liability (Errors & Omissions); and (iii) Cyber and Privacy Liability. Codemark shall provide certificates of insurance to the Client upon reasonable request.

14.2. Insurance Obligations of Client. The Client is specifically responsible for maintaining its insurance coverage that protects the Client against losses resulting from a data breach, cyberattack, or system failure, including costs for data recovery, forensic investigations, and business interruption (“Cyber Insurance”) and property insurance for any Equipment in its possession. The failure of the Client to maintain such insurance shall not shift any liability to Codemark for losses that would have otherwise been covered by such policies.

15.1. Governing Law. This MSA and all Statements of Services or Quotes shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Parties attorn to the exclusive jurisdiction of the courts located in Ottawa, Ontario, including the Small Claims Court where applicable.

15.2. Amendments. (i) MSA: Codemark may amend this MSA from time to time by publishing an updated version at codemark.ca/msa. Amendments become effective thirty (30) days after posting. The Client’s continued use of the Services after the effective date constitutes acceptance of the updated terms. If the Client does not agree to an amendment that materially reduces their rights, the Client may terminate this MSA by providing written notice within thirty (30) days of the posting. (ii) Statements of Services and Quotes: Notwithstanding the above, no amendment to a Statement of Services or a Quote shall be valid unless it is in writing and signed by an authorized representative of both Parties.

15.3. Entire Agreement. This MSA, including all executed Statements of Services and Quotes, constitutes the entire agreement between the Parties regarding the subject matter herein and supersedes all prior or contemporaneous discussions, agreements, or understandings, whether electronic, oral, or written.

15.4. Severability. If any provision of this MSA is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from the MSA, and the remaining provisions shall continue in full force and effect.

15.5. Force Majeure. Neither Party shall be liable for any failure or delay in performance (except for the Client’s obligation to pay any undisputed fees for any Services already rendered) resulting from a Force Majeure event (as defined in Section 1.19), which shall be considered an Excusable Delay. During the pendency of a Force Majeure event, the affected Party’s obligations shall be suspended, and any time periods for performance shall be extended by a period equal to the duration of the Force Majeure event. If a Force Majeure event continues for more than thirty (30) days, either Party may terminate the affected Statement of Services or Quote upon written notice, subject to the payment obligations set forth in Section 5 and Section 13.4.

15.6. Relationship of Parties. The Parties are independent contractors. Nothing in this MSA shall be construed as creating a partnership, joint venture, agency, or fiduciary relationship (such as a co-owner or investor) between the Parties. Neither Party has the authority to bind the other or incur any obligation on the other’s behalf.

15.7. Notices. All notices required or permitted under this MSA shall be in writing and delivered: (i) via email to the Designated Representative; or (ii) by registered mail to the address of the Party set forth in the applicable Statement of Services or Quote.

15.8. Deemed Receipt. Notice shall be deemed effective: (i) if by email: on the day sent (provided no “undeliverable” or “failure” notification is received by the sender), unless sent after 5:00 PM (recipient’s local time) or on a non-Business Day, in which case it is deemed received on the next Business Day; or (ii) if by registered mail: three (3) Business Days after deposit with Canada Post.

15.9. Change in Law. If there is a change in any applicable law, regulation, or rule that materially increases the cost or burden of Codemark providing the Services, the Parties shall negotiate in good faith an equitable amendment to the fees or the scope of Services. If an agreement cannot be reached within thirty (30) days, Codemark may terminate the affected Statement of Services or Quote upon thirty (30) days’ written notice.

15.10. Acceptance and Incorporation. This MSA is incorporated by reference into every Statement of Services, Quote, and Invoice issued or executed between the Parties. By signing a Statement of Services or Quote, or by making payment against an Invoice, the Client acknowledges they have had the opportunity to review this MSA and agrees to be bound by its terms and conditions as if they were set forth in full in such document.

15.11. Order of Precedence. In the event of a direct conflict between the terms and conditions of this MSA and a specific Statement of Services or Quote, the terms and conditions of the Statement of Services or Quote shall prevail, but only with respect to that specific engagement and Services governed by such document. Notwithstanding the foregoing, no Statement of Services or Quote may modify, waive, or increase the limitations of liability set forth in Section 12 (Limitation of Liability) unless such document explicitly references Section 12 and is signed by an authorized officer of Codemark.

15.12. Non-Waiver. The failure of either Party to enforce any provision of this MSA shall not be construed as a waiver of such provision or the right of such Party thereafter to enforce each and every provision of this MSA.

15.13. Language. The Parties have requested that this MSA and all related documents be drawn up in English only. Les parties ont demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais seulement.