MSA Conferences and Workshops

Annex A – Standard Terms and Conditions

1. DEFINITIONS

Capitalized terms in this Agreement have the meanings set forth in the Statement of Work to which this Annex A is attached (as amended, the “Statement of Work” or “SOW”) or the meanings set forth below:

1.1. “Agreement” means, collectively, the Statement of Work and this Annex A, and includes any other ancillary document, as amended from time to time.

1.2. “Client” means the client identified in the SOW, and its affiliates and related companies that may benefit from this Agreement.

1.3. “Term” means the duration of (a) the Services or (b) a Program, as applicable, identified in the SOW; when the Agreement does not specify a particular item, “Term” means the longest period set forth in the SOW.

1.4. “Lanla” means Lanla Inc., doing business as Lanla.

1.5. “Deliverable” means any final report, diagnostic, program, or other solution to be delivered by Lanla to the Client under the SOW and excludes any draft or preliminary version.

1.6. “Program” means a program to be executed by Lanla under the SOW.

1.7. “Intellectual Property” means any intellectual or industrial property asset, including: (a) rights protected by law, such as copyrights, trademarks, patents, industrial designs, and integrated circuits; (b) registration with a governmental authority protecting such assets; (c) trade secrets and goodwill, such as expertise, technical data, processes, specifications, and business information; and (d) technology, including software and inventions, whether or not patentable.

1.8. “Personal Information” means any information relating to an identified or identifiable natural person.

1.9. “Confidential Information” means, without limitation, all documentation and information disclosed by a party to the other party, including Intellectual Property, price lists, and Personal Information. For clarity, Lanla acknowledges and agrees that Personal Information, as well as information contained in Deliverables, reports, and any document prepared by it for the benefit of the Client under this Agreement, shall be deemed Confidential Information of the Client.

1.10. “Services” means the services provided by Lanla under the SOW, including consulting, data analysis, and training.

2. SERVICES

2.1. Engagement. Lanla agrees to provide the Services identified in the SOW. Lanla also agrees to deliver the Deliverables set forth in the SOW.

2.2. Representatives. Lanla agrees to provide the Services through its personnel or qualified subcontractors, at its discretion, unless otherwise specified in the SOW.

2.3. Standards. Lanla agrees to exercise due diligence and professionalism in providing the Services. However, Lanla shall not be liable for damages suffered by the Client resulting from its use of the Deliverables.

3. ADDITIONAL SERVICES OR PROGRAMS

3.1. Additional Services. At the Client’s request, Lanla may, at its sole discretion, agree to provide services not explicitly set forth in the SOW or otherwise expand the Program (collectively, “Additional Services”), in consideration of an additional fee established in accordance with Lanla’s customary rates.

3.2. Customary Rates. Lanla may update its customary rates set forth in the SOW annually, at its discretion, and shall provide a copy to the Client upon request.

4. DELIVERABLES

4.1. Delivery. Provided the Fee is paid in full, Lanla shall deliver the Deliverables to the Client as specified in the SOW.

4.2. Reference. Lanla may require attribution on any publicly displayed Deliverable, for example: “Developed by Lanla | www.lanla.com,” and the Client agrees to comply with Lanla’s instructions in this regard.

4.3. Copy. Lanla may, but is not obligated to, retain a backup copy of any Deliverable, or of the content, data, or other information collected or obtained under the Deliverables, subject to Article 9.

5. FINANCIAL TERMS

5.1. Fee. The Client agrees to pay the Fee indicated in the SOW for each item (Service), plus applicable taxes. To the extent that a portion of the Fee is on an “estimated basis,” such estimate is for informational purposes only, does not bind Lanla, and is not presumed to create a fixed price agreement.

5.2. Expenses. All current expenses incurred by Lanla in the execution of this Agreement and approved by the Client in the SOW (such as travel or data acquisition) will be charged to the Client and added to the Fee.

5.3. Due Date. The Fee shall be paid by the Client according to the installments and methods indicated in the SOW. Fees applicable to Additional Services will be invoiced when executed and payable within 30 days, unless otherwise agreed.

6. COLLABORATION

6.1. Instructions. The Client must diligently respond to Lanla’s requests for instructions, decisions, or comments (no later than 5 working days). If the Client’s instructions or comments do not comply with the scope of the SOW, the additional work will be considered “Additional Services” under Section 3.1.

6.2. Planning. The Client agrees to cooperate with Lanla in planning the Services. If the Client unduly delays or blocks access to or delivery of data or other content to Lanla, Lanla may (a) charge additional fees and expenses associated with the delays; (b) consider the additional work as Additional Services; and/or (c) charge a mobilization premium for its personnel.

7. TERMINATION OR AMENDMENT

7.1. Unilateral Termination. The Client waives the benefit of Article 2125 of the Civil Code of Québec. Lanla will not refund any deposit or other payment paid on the Fee unless a Service is not executed.

7.2. Default. If the Client (a) fails to pay an installment of the Fee; or (b) fails to comply with any other term of the Agreement; or (c) is subject to any bankruptcy or insolvency proceeding, Lanla may, at its option: (i) unilaterally terminate the Agreement, in whole or in part; (ii) suspend the Services; or (iii) delay the delivery of the Deliverables.

7.3. Expenses. The Client is required to pay the Fee up to the termination date, and all costs and expenses incurred by Lanla in relation to the termination.

8. INTELLECTUAL PROPERTY

8.1. Rights. Subject to the licenses expressly provided herein, Lanla is the exclusive owner and retains all Intellectual Property rights in the Deliverables and any other content developed or created in the execution of its obligations under the Agreement.

8.2. Exclusion. Notwithstanding the foregoing, Lanla agrees not to use (a) the Client’s name, logo, or any other trademark; or (b) any data provided by the Client to Lanla, in another mandate.

8.3. Indemnification. The Client agrees to indemnify and hold Lanla harmless from any and all: (a) violation by the Client of Lanla’s Intellectual Property; (b) claim resulting from the Client’s use of a Deliverable that is not strictly compliant with the Agreement or specifications; or (c) claim resulting from the content or data provided by the Client to Lanla.

9. CONFIDENTIALITY

9.1. Lanla. Lanla agrees to preserve the confidentiality of the Client’s Confidential Information and not to disclose information or data collected in the performance of this Agreement to another client.

9.2. Client. The Client agrees to preserve the confidentiality of Lanla’s Confidential Information and Intellectual Property, including its price list and the terms of this Agreement.

10. NON-SOLICITATION

The Client and Lanla agree, during the Term and a subsequent period of 6 months thereafter, not to solicit or hire the employees or subcontractors of the other party without the prior written consent of the latter.

11. LIABILITY

11.1. Non-Compliance. The Client must notify Lanla in writing no later than 30 days following the receipt or execution of a Service or Deliverable (the “Warranty Period”), if aware of a defect. The Client shall allow Lanla to correct any defect at its expense.

11.2. Limited Liability. Lanla’s liability for any damage or loss caused to the Client in connection with the Services or Deliverables is limited to the Warranty Period and the amount of the Fee for the item concerned.

11.3. Exclusive Warranty. Lanla does not warrant that a Service or Deliverable will be error-free or suitable for any purpose. THE WARRANTIES PROVIDED IN THIS AGREEMENT REPLACE AND EXCLUDE ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS, IMPLIED OR EXPRESS.

12. MISCELLANEOUS

12.1. Governing Law. The Agreement is governed by the laws of Québec and the applicable laws of Canada. Any claim or dispute shall be subject to the exclusive jurisdiction of the courts of Québec, Montreal district.

12.2. Survival. The obligations set forth in Sections 4.2 and 4.3, Article 6 (Financial), Sections 8.3 and 8.4, and Articles 9, 10, 11, and 12 survive the expiration or termination of this Agreement.