CONSULTANT SERVICES AGREEMENT

THIS AGREEMENT is made as of (“Effective Date”).

BETWEEN:

, a business having an office in , (“the Client”)

AND:

Forge Strategy, a business having an office in Calgary, AB (“the Consultant”)

WHEREAS: The Client’s line of business is .

AND WHEREAS: The Client and the Consultant wish to record their agreement whereby the Consultant shall provide consulting, marketing, and sales services to the Client related to the Client Project;

NOW, THEREFORE, in consideration of the terms and conditions contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which is acknowledged by the parties) the Client and the Consultant represent, covenant, and agree as follows:

1. Services: As of the Effective Date and until expiry or termination hereof, the Consultant shall provide services to the Client to support the Client Project, according to the terms and conditions of this Agreement. Such services (“the Services”) shall be described in reasonable detail in Attachment 1. This Agreement does not commit the Client to request or retain the Consultant for any Services, other than as may be agreed between the Parties in accordance with this Article.

2. Term: This Agreement shall be effective for months, commencing on the Effective Date (the “Term”), and which the Term may be extended by mutual written agreement by the Parties. The provisions of Appendix “C” are hereby incorporated as conditions hereof. Unless earlier terminated in accordance with the provisions of Appendix “C”, this Agreement shall expire at the end of the Term. However, if consent to continue is received from the client via email or phone, or in the absence of an explicit decision to cancel by either Party, the Agreement shall continue on a month-to-month basis under the same terms and conditions until terminated by either Party in accordance with Appendix “C”.

3. Professional Standards; Procedures: The Consultant shall perform the Services in accordance with its established procedures and discretion, provided that its performance shall meet all reasonable and established professional or relevant trade practices (“Professional Standards”).

4. Invoicing: The Consultant will invoice the Client, and the Client shall pay compensation (the “Fee”) to the Consultant, in accordance with Appendix “A” hereof.

5. Consultant’s Undertakings and Indemnity: The Consultant hereby undertakes the obligations set out in Appendix “B” hereof, and covenants and warrants that it will make and be responsible for withholding, remitting, and reporting of all Provincial and Canada Revenue Agency tax obligations. The Consultant shall defend, indemnify, and hold harmless the Client in regard to any and all claims, penalties, fines, and liability incurred or resulting from any determination by any government agency or Court that: (i) the Consultant is not an independent contractor under the common law or for the purposes of any federal or provincial legislation (including without limitation the Income Tax (Canada) Act, the Employment Standards Act, the Human Rights Code, or the Workers’ Compensation Act); and/or (ii) the Client is responsible for any Business Costs & Taxes (as defined under Appendix “B” hereunder).

6. Independent Contractor: The Consultant is an independent contractor, and it is not intended by the Parties that this Agreement shall be construed to create an employer/employee relationship, partnership, joint venture or anything other than that of an independent contractor and principal between the Client and the Consultant. The Consultant is not an agent of the Client and shall have no authority to bind, obligate, or commit the Client by any promise or representation.

7. Confidentiality, Intellectual Property, and Work Product: The Consultant agrees to and shall abide by the conditions of the “Secrecy and Intellectual Property Agreement” attached at Appendix “D” hereof.

8. Indemnity to ; Limit of Liability:

(a) Indemnity by the Consultant. The Consultant shall indemnify and defend the Client from and against damages, losses, and expenses (including reasonable attorneys’ fees) incurred by the Client as a result of claims made by third parties for bodily injury (including death) or damage to property caused by or resulting from the wilful misconduct or the negligent acts of the Consultant, its employees, or subcontractors in the performance of the Services under this Agreement.

(b) Proportionate Reduction. The Consultant’s liability under section 9(a) shall be reduced proportionately to the extent that the damages, losses, expenses or claim was caused by the wilful misconduct or negligent acts of the Client or those for whom the Client is responsible under the Agreement.

(c) Limitation of Liability. Notwithstanding anything else in this Agreement, in no event will Consultant’s liability to Client arising out of or in connection with the Services and this Agreement exceed, in the aggregate, the amount paid to Consultant under this Agreement.

(d) Consequential Damages Excluded. In no event will the Consultant be liable to the Client for lost or delayed profits, income, revenues or production, loss of opportunity, loss by reason of shut-downs, or damages for non-operation or increased cost of construction, business or operations, or for any special, punitive, exemplary, indirect or consequential damages.

9. Whole Agreement; Governing Law: There are no special or other significant agreements or terms except as expressly stated herein, and in Attachment 1 and the Appendices. The laws of the Province of Alberta shall apply to and govern the Parties’ rights and obligations hereunder.

Attachment 1 – Scope

This statement of work was made effective , by and between and Forge Strategy.

Description of Services: Build a systematic approach to identify potential partnerships (“the Customer”), provide a dedicated, highly experienced sales force, and convert marketing and sales activities into revenue. The Services include but are not limited to:

Warm Lead Generation

• Outbound Automated Emailing

In order to deliver on the above, we will build out an internal sales system to support the effectiveness of the deliverable.

Complete Sales System Development and Implementation

• Tech Stack
• Ideal Customer Profile (ICP), Buying Personas and Segmentation
• Lead Generation
• Outbound sequence design
• Brand-approved email copy
• A/B testing and iterating
• Email Inbox Management

The consultant authorized representative(s) are Founder & CEO, Tristan Wilhelmsen and Sr. Consultants, Daniel Kreps, and Douney Santangelo.

The Consultant(s) to report to, .

Appendix “A”

Invoicing

A1. Compensation for services will consist of a combined retainer, in addition to a percentage-based commission component.

• $ monthly retainer is to be paid upon commencement of the services agreement.
• Our rates offer a commission-based pricing strategy where we will earn a percentage of the revenue generated (“Commission”) from each new sale during the Term of this Agreement (“New Sale”)
  • % commission rate on any revenue generated (New Sale) for the Client.
  • Any subsequent sales from the same customer will be considered new sales for the lifetime of that customer;
• Commission paid in lieu of monthly fee if larger than the retainer amount that month.
  • Ex 1. $0 in commission earned month 1, total needed to be paid: $.
  • Ex 2. $6,000 in commission earned month 2, total needed to be paid: $6,000 ($ retainer replaced).
• At the conclusion of the term, should the agreed-upon Key Performance Indicators (KPIs) not be met, we commit to continuing the execution of sequences at no additional cost until the specified KPIs are satisfactorily achieved.

A2. Any purchases of technology, human capital, or external services will only be incurred by Client upon Client’s written consent.

The Rates are inclusive of any other applicable amounts to cover and meet all necessary income taxes and other levies and deductions to meet Canada Revenue Agency’s (CRA) requirements.

The Consultant is responsible for maintaining or obtaining, as applicable, any and all training necessary for performing the Services, the cost of which (including, without limitation, the time required to participate in such training) are included in the Rates and not invoiced to the Client as an additional expense. In the event that the Consultant is required to obtain specific training at the request of a client or the Client, the Client may, in its sole discretion, determine whether or not it will reimburse the Consultant for the cost and time incurred to secure such training.

A3. The Consultant shall submit its invoices on a monthly basis on the effective start date of the month to the Client’s Accounts Payable Department. The Consultant will include applicable taxes (GST) as stipulated by CRA in its invoice as a separate item along with the Consultant’s tax registration number.

A4. The Client agrees to pay approved Consultant invoice amounts within 10 days of receiving the applicable electronic invoice.

A5. Any pre-approved expenses and allowances must be included on the Consultant’s invoice to the Client and supported by an approved Client format expense form/account.

Appendix “B”

the Consultant UNDERTAKINGS

B1. The Consultant shall be responsible for payment of all wages and provisions of all benefits to its employees, subcontractors and for payment or withholding and remitting of all statutory requirements and applicable taxes with respect to this Agreement (“Business Costs & Taxes”), which include, but are not limited to, income tax deductions and remittances, Canada Pension Plan and Employment Insurance contributions, deductions and remittances, any notice or severance obligations on the termination of this Agreement and compliance with all employment related statutes including, without limitation, applicable provincial labour or employment laws.

B2. The Consultant will make its own arrangements for Workers’ Compensation insurance.

B4. The Client shall not be required to make contributions for Employment Insurance, Canada Pension, Workers' Compensation or other similar levies in respect of the Fee to which the Consultant is entitled under this Agreement.

Appendix “C”

TERMINATION / EXPIRY

C1. This Agreement may be terminated by the Client immediately upon written notice at any time for cause, which includes, without limitation, any material default or material breach by the Consultant or any other default or breach or series of defaults or breaches which are not cured within a reasonable period of time following notification by the Client. In the event of termination for cause, the Client will have no further obligation to the Consultant other than for payment of the Fee amounts and approved allowances duly invoiced.

C2. This Agreement may be terminated by the Consultant immediately upon written notice at any time for cause, which includes, without limitation, any material default or material breach by the Client or any other default or breach or series of defaults or breaches which are not cured within a reasonable period of time following notification by the Consultant.

C3. The Client may terminate this Agreement, at any time, by providing: (i) during the Term of this Agreement, ten days written advance notice to the Consultant. In the event of termination under this paragraph, the Client shall have no other further obligation to the Consultant, other than for payment of any properly due and owing Fee amounts pursuant to Article 2 and Appendix “A” hereof in connection with Services performed and completed under this Agreement prior to the date of termination.

C4. On termination of this Agreement, the Consultant will submit to the Client a final invoice for properly due and outstanding Fee amounts and approved expenses and allowances, and the Client, subject to its review and approval of same, will pay and respond within thirty (30) days of receipt thereof.

Appendix “D”

CONFIDENTIALITY, INTELLECTUAL PROPERTY, WORK PRODUCT, & SECRECY AGREEMENT

To: and its nominees and assigns and corporate affiliates:

The Consultant hereby agrees for and in consideration of value and benefit (hereby acknowledged as received) as follows, in connection with the Consultant’s provision of Services to the Client:

D1. Confidentiality of Business Secrets: The nature of the business of the Client is such that the Client’s continued success depends upon the confidentiality of its intellectual property and business assets, and also upon fulfilment of its commitments to clients and licensors regarding confidentiality and those parties’ intellectual property. Accordingly, the Consultant shall adhere fully and in good faith to the terms of this Agreement and shall not acquire any interest in (nor use, except properly in the course of the Services) any data or information disclosed to the Consultant by the Client, any of its affiliates, joint ventures and business associates and their respective clients.

D2. The Consultant will keep in strictest confidentiality and will not disclose directly or indirectly to any other person (except as authorized in writing by the Client) any data, information, or knowledge of the Client or of its clients or prospective clients that it may acquire respecting:

D2.1 ideas, inventions, designs, discoveries, improvements, development or original works and intellectual property relating to (i) software design, development, integration and implementation, and/or (ii) any other activities and endeavours of the Client (collectively, "Inventions");

D2.2 methods, business systems, improvements, business and/or trade secrets, the identity of current, prospective and former clients, customers, and their representatives (and such parties’ personally identifiable information, names and addresses and specific customer needs and requirements and other information such as business and marketing leads and opportunities relating to such parties), manufacturing techniques and processes, proprietary rights, sales promotions and ideas, know-how relating to the foregoing and other private or confidential information of the Client and of its clients (collectively, "Information"), the Consultant will not, at any time during or subsequent to this Agreement, use or divulge to others such Inventions or Information for any unauthorized purpose.

D3. The Consultant will fully disclose to the Client all Inventions and Information which, during the term of this Agreement, results or is conceived or developed or reduced to practice by the Consultant (either solely or jointly with others):

D3.1 as part of or as a result of Services;

D3.2 with the Client's contribution or expense;

D3.3 using or arising out of reference to the Client, or its clients', prospective clients’ (or agents') activities, information, materials or facilities.

All such Inventions and Information generated or which arise or result under the circumstances set out in this Paragraph 3 shall be deemed the exclusive property and assets of the Client.

D4. The Consultant shall make full disclosure of Inventions and Information to the Client immediately in writing by delivery of that writing to an officer of the Client, and will not assign, encumber or otherwise transfer to others the rights in the Inventions or Information without the Client's prior written consent.

D5. Any and all intellectual property rights, including, without limitation, trademark, trade secret, patent and copyright, with respect to the Inventions and Information are and shall remain at all times the sole and exclusive property of the Client, and the Consultant hereby assigns and conveys same to the Client without fee, charge or compensation condition. The Client shall not be obligated hereunder to file immediately or at any time patent applications or copyright registrations for any Invention or Information so assigned.

D6. The Consultant hereby waives any and all moral rights provided for by statute or otherwise in any jurisdiction, relating to each and all of the Inventions and Information.

D7. Except with prior written authorization by the Client and as strictly required in carrying out the Consultant’s duties under this Agreement, the Consultant will not remove any confidential information from the Client's premises and will not make any copies thereof.

D8. Upon termination of this Agreement, Consultant will cease all use of any data, information and knowledge of Client’s and will immediately destroy all such data and information in Consultant’s possession. Consultant will certify destruction upon written request from the Client. Data & information shall be destroyed by shredding, erasing, or permanently deleting all data and information so it was never readable or decipherable through any means or form.

D9. The provisions of this Confidentiality, Secrecy and Intellectual Property Agreement shall enure to the benefit of and shall be binding upon the Consultant’s and the Client's respective successors and assigns.

D10. Any provision in this Agreement which is void or unenforceable at law shall not affect the validity and binding nature of the remaining provisions, and shall be deemed to be stricken from this Agreement and shall be reformed and amended by a substitute provision which is as similar in language and legal effect to fulfil the intent expressed herein.