Terms and Conditions

ARTICLE 1   INTERPRETATION

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1.1 Definitions 

In this Agreement: 

a. “Applicable Laws” means, with respect to a Person, property, transaction or event, all  applicable laws, statutes, regulations, treaties, by-laws, ordinances, judgments and decrees  and (to the extent they have the force of law) all applicable official directives, rules,  consents, approvals, authorizations, orders and policies of any governmental authority,  tribunal or court having authority over, that Person, property, transaction or event, as  amended from time to time during the term of this Agreement 

b. “Business Day” means any day other than a Saturday, Sunday, or statutory holiday in the  Province of Saskatchewan; 

c. “Client Data” means any data, content or materials that Client submits to any EMS  Offering; 

d. “Client Document” has the meaning given to that term in the third paragraph of these  Terms. 

e. “Client Representatives” includes employees, directors, officers, independent contractors,  agents, legal representatives, affiliates, subsidiaries, successors, heirs, executors, assigns,  and other representatives of the Client; 

f. “Confidential Information” means any trade secrets, patent and patent applications,  works, industrial designs, copyrights, inventions, ideas, processes, drawings, engineering or  technical data or information, software programs, source and object codes, works of  authorships, know how, show how, improvements, discoveries, techniques, business  information, business plans, unpublished financial information, business strategies,  marketing plans, customer lists or information, cost structures, vendor pricing, suppliers,  budgets, research and development, and Intellectual Property, whether or not marked or  identified as confidential, and any other information which is identified as confidential at the  time of disclosure, including without limitation any information the disclosure of which could  reasonably be expected to materially adversely affect EMS;

g. “EMS Offering” means the Equipment, the Services, any data, content, or materials  produced or controlled by EMS, and any proprietary apps or software that EMS distributes  to Client; 

h. “Equipment” means collectively all equipment and other property itemized in the Client  Document; 

i. “Fees” means those fees, charges, and reimbursement obligations, owed by the Client to  EMS, as itemized in the Client Document; 

j. “Governmental Authority” means any (i) governmental or public department, central  bank, court, minister, governor-in-council, cabinet, commission, tribunal, board, bureau,  agency, commissioner or instrumentality, whether international, multinational, national,  federal, provincial, state, county, municipal, local, or other; (ii) subdivision or authority of any  of the above; (iii) stock exchange; and (iv) quasi-governmental or private body exercising  any executive, legislative, regulatory, expropriation or taxation authority under or for the  account of any of the above; 

k. “Intellectual Property” means and includes: 

i. trademarks, service marks, certification marks, trade names and all registrations and  applications for registrations thereof; 

ii. software, computer programs, source code, object code and code of all other types,  domain names, layouts, interfaces, applications and tools, databases and database  layouts, and any and all modifications, improvements, alterations and derivations of any  of the foregoing; 

iii. patents, copyrights, inventions, industrial designs, other similar property, all  registrations and applications for registration thereof, conceived, invented or reduced to  practice, whether or not patentable or registerable; 

iv. all formula, confidential or proprietary information, trade secrets and “know how” and  technical information and knowledge; 

v. all other intellectual and industrial property, whether or not registerable or registered or  the subject matter for applications or registrations; 

vi. all materials, documents, information, data and other information, whether copyrightable  or not, prepared, conceived, developed or otherwise created by EMS for and in the  development of the Quantifier, Distributor, Optimizer and BioLodestone any and all  records, documents and materials relating to the foregoing, including records of  invention, original letters patent, copies of patent applications, log books, reports, files,  agreements and assurances; 

vii. the original of and copies of all such foregoing information and knowledge, however so  recorded and maintained;  

l. “Parties” means the parties to this Agreement, and “Party” means either one of them as  the context requires; 

m. “Permitted Use” means use of the Equipment by the Client for the Client’s own business  purposes during the Term 

n. “Person” includes any individual, corporation, company, limited liability company, unlimited  liability company, partnership (whether general, limited or undeclared), body corporate, firm,  joint venture, syndicate, association, unincorporated organization, fund, trust, trustee,  executor, administrator, legal personal representative, estate, government, Governmental  Authority and any other form of entity or organization, whether or not having legal status;

o. “Services” means those services itemized in the Client Document; 

p. “Sites” means, collectively, those locations set forth in the Client Document; q. “Taxes” has the meaning given to that term in Section 3.3 of these Terms; 

r. “Term” means the term of the legal arrangement between the Parties, as itemized in the  Client Document. 

s. “Third Party” means any Person who is not a Party. 

t. “User” means anyone that Client allows to use, and which EMS has authorized to use, the  EMS Offering, who may include employees, advisors and contractors of the Client. 

1.2 Interpretation 

Words importing the singular number include the plural and vice-versa. Words importing gender  include masculine, feminine, and non-gender specific parties. Derivations of terms or  expressions defined herein shall have a corresponding meaning to the defined term or  expression. The headings, article, and section references in this Agreement are for  convenience of reference only and in no way define, limit, or describe the scope or intent of this  Agreement, or any party thereof. All provisions of this Agreement shall be deemed and  construed to be covenants and agreements as though the words specifically expressing  covenants or agreements were used in each separate provision hereof. All recitals and  schedules to this Agreement, if any, are specifically incorporated herein. Any rule of  construction to the effect that any ambiguity is to be resolved against the drafting party of an  agreement shall not be applicable in the interpretation of this Agreement. All references to  statutes include all applicable regulations to that statute, all amendments to that statute or  applicable regulations, and any statute or applicable regulation that supplements or replaces  such statutes or applicable regulations, as the case may be. All money references are in  Canadian Dollars unless otherwise expressly indicated. 

1.3 Severability 

If any term of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction,  the illegality, invalidity, or unenforceability of that term shall not affect the legality, validity, or  enforceability of the remaining terms of this Agreement, or the legality, validity or enforceability  of that term in any other jurisdiction. 

1.4 Governing Law and Courts 

This Agreement and each of the documents contemplated by or delivered in connection with  this Agreement are governed by, and shall unless otherwise expressly stated, be construed and  interpreted in accordance with the laws of the Province of Saskatchewan and the laws of  Canada applicable therein. Each of the Parties irrevocably submits to the exclusive jurisdiction  of the courts of Saskatchewan for and in respect of any disputes arising out of or in connection  with this Agreement. 

1.5 Currency 

All references to currency are to lawful money of Canada unless specifically noted otherwise.

1.6 Deemed Covenant 

All provisions of this Agreement shall be deemed and construed as covenants as though words  expressing or reporting covenants and agreements were used in each separate provision  hereof. 

ARTICLE 2. LEASE OF EQUIPMENT & PROVISION OF SERVICES 

2.1 Lease 

Subject to the terms and conditions set forth herein, EMS agrees to lease to the Client, and the  Client agrees to lease from EMS, the Equipment for the Permitted Use. 

2.2 Services 

Subject to the terms and conditions set forth herein, the Client hereby retains EMS to provide the  Services. 

2.3 Site 

The Parties agree that the Equipment shall be installed and made operative at the Sites. The  Sites may be changed upon mutual written agreement of the Parties. The Client agrees that it  shall prepare the Sites and put them in conditions suitable for installation of the Equipment, prior  to such installation. The Client shall maintain the Sites, and access thereto, in a manner  reasonably required for operation of the Equipment and provision of the Services 

2.4 Term 

The Agreement shall exist for the Term, unless otherwise terminated by either Party in  accordance with this Agreement.  

ARTICLE 3. REMUNERATION 

3.1 Fees 

In consideration for lease of the Equipment and provision of the Services hereunder, the Client  agrees to pay EMS the Fees. 

3.2 Invoicing 

EMS shall, within ten (10) calendar days of the end of a calendar month, provide an invoice to the  Client for the Fees rendered in that prior calendar month (each an “Invoice”). Each Invoice shall  be payable by the Client in accordance with the terms thereof, but in any event no later than thirty  (30) calendar days after delivery thereof by EMS. Late payments are subject to a charge of 1.5%  per month or the maximum amount permitted by law, whichever is less. All fees and expenses  are non-refundable except as expressly set out in this Agreement.

3.3 Taxes 

Client is responsible for any sales, use, GST, value-added, withholding or similar taxes or levies  that apply to the Client Document, whether domestic or foreign (“Taxes”), other than EMS’  income tax. Fees and expenses are exclusive of Taxes. 

ARTICLE 4. OWNERSHIP 

4.1 Equipment 

The Client acknowledges and agrees that ownership of the Equipment shall remain vested in  EMS. The Client shall have no right, title, or interest in or to the Equipment other than, conditional  upon the Client’s compliance and fulfillment with the terms and conditions set forth herein, the  right to use the Equipment for the Permitted Use. Notwithstanding any purposes for which the  Equipment may be used or that it may become in any manner affixed or attached to or embedded  in or permanently rested upon the Sites, it shall remain moveable personal property subject to the  rights of EMS hereunder. The Client agrees to use all reasonable commercial efforts to obtain a  waiver, if required, by and in a form satisfactory to EMS, from any landlord, mortgagee, or other  encumbrancer of the Sites or other real property upon which the Equipment is placed.  

4.2 Intellectual Property 

Neither party grants the other any rights or licenses not expressly set out in this Agreement. 

The Client acknowledges that the Services include the compilation, analysis, and presentation of  Intellectual Property derived from the EMS Offering. Notwithstanding any other provision of this  Agreement, or any other rule of law (whether in contract, statute, common law, equity, or any  other legal principle, including but not limited to the ‘work for hire’ or similar principles), all right,  title, and interest in and to all Intellectual Property conceived, reduced to practice, authored,  developed, prepared, improved, modified, delivered, or derived or relating in any way to the EMS  Offering shall at all times be the property of EMS. The Client, for and on behalf of itself and all  Client Representatives hereby waives any and all moral rights associated with any EMS Offering.  Before or after termination of this Agreement, the Client shall assist and fully cooperate with EMS  in filing, registering, maintaining, prosecuting, and defending any rights that EMS may have in  respect of EMS Offerings. 

4.3 Data Ownership and Retention 

EMS will make collected data available for download to Client. However, EMS is not expected to  supply the Client long term data storage. Client will be responsible for, at least on a quarterly  basis, periodically downloading data from the AWS and archiving copies for their reference. If  EMS is going to remove data, they will notify Client of impending removal fifteen (15) business  days in advance. Client will be responsible for ensuring that Client have backed up the necessary  information. 

EMS will only access Client Data as necessary for the performance of the Client Document or for  product improvement or new product or service development. EMS may exclusively use Client data for internal product improvement, for the development of new products and services, or for  other lawful business purposes (including benchmarking and reports). After removing all  metadata such as location and customer identification, EMS may aggregate Client Data with other  data sources for internal product improvement and demonstration of product effectiveness to third  parties. At no time may access to Client Data be given to any third party, subcontractor, or 

external party unless written consent is provided by Client. EMS will not access Client user  accounts except to respond to service or technical problems or at the Client’s specific request.  

EMS is permitted to retain and use a copy of Client Data after the termination,  

cancellation, expiration or other conclusion of the Client Document exclusively for internal  product improvements or for developing new product or service offerings. 

ARTICLE 5. EQUIPMENT AND EMS OFFERING OBLIGATIONS 

5.1 Prior Consent 

The Client shall not, without the prior written consent of EMS, make alternations, additions, or  improvements to any EMS Offering. Any alternations, additions, or improvements that are  approved by EMS and made by the Client shall belong to and remain the property of EMS. 

5.2 Risk of Client 

Any EMS Offering shall be at the risk of the Client, and the Client assumes the risk of such liability  and shall pay for any loss or damage arising from or pertaining to the possession, operation, or  use of the EMS Offering, or from any cause whatsoever and, without limiting the generality of the  foregoing, liability or loss arising out of fire, theft, loss, confiscation, or expropriation. 

5.3 Insurance 

The Client shall, at its own expense and for the duration of the Term, maintain all risks property  insurance on the Equipment in amounts satisfactory to EMS, consistent with the Client’s past  ordinary practice for insuring equipment of the same general classification. The Client shall supply  EMS with a certificate of insurance or other evidence satisfactory to EMS evidencing the  foregoing coverage, and evidence of its renewal or replacement from time to time, so long as this  Agreement remains in effect. 

5.4 Acceptable Use Policy 

Client (a) will comply with any acceptable use policy of EMS identified in the Client Document,  and (b) represents and warrants that it has all rights necessary to use Client Data with the EMS  Offering and grants EMS the rights to Client Data specified in this Agreement, without violating  third-party intellectual property, privacy or other rights. Between the parties, Client is responsible  for the content and accuracy of Client Data. 

5.5 Restrictions 

Client will not and will not permit anyone else to: (a) sell, sublicense, distribute or rent the EMS  Offering (in whole or part), grant non-Users access to the EMS Offering or use the EMS Offering to provide a hosted or managed service to others, (b) reverse engineer, decompile or seek to  access the source code of the EMS Offering, except to the extent these restrictions are prohibited  by applicable laws and then only upon advance notice to EMS, (c) copy, modify, create derivative  works of or remove proprietary notices from the EMS Offering, (d) conduct security or vulnerability  tests of the EMS Offering, interfere with its operation or circumvent its access restrictions, or I use  the EMS Offering to develop a product that competes with the EMS Offering.

ARTICLE 6. CONFIDENTIALITY 

6.1 Confidential Information 

With respect to the use and disclosure of Confidential Information, the Client acknowledges,  covenants, and agrees: 

a. All Confidential Information in any way related to or connected with any EMS Offering  including any such Confidential Information contributed to or developed by the Client or  Client Representatives either before or after the Effective Date, is and shall remain the  property of EMS (the “EMS Confidential Information”). 

b. The Client shall not use the EMS Confidential Information, and shall keep the EMS  Confidential Information in the strictest confidence and shall limit access to the EMS  Confidential Information to only those executives, employees and agents of the Client who  actually need to know or have access to the Confidential Information and who have been  informed of the confidential nature of the EMS Confidential Information and their obligation  with respect to its use and disclosure and who agree (in writing or otherwise) to keep the  EMS Confidential Information confidential.  Release of Confidential Information to a Third  Party shall require the written consent of EMS.  

c. The Client agrees to protect the EMS Confidential Information from inadvertent or  unauthorized disclosure, access, or use in the same manner as the Client protects its own  Confidential Information of a similar nature; provided that the Client shall exercise no less  than reasonable care.  The EMS Confidential Information shall not be reproduced in any  form except as expressly authorized by these Terms.  Any reproduction of any EMS  Confidential Information shall remain the property of EMS.  The Client acknowledges and  agrees that it shall promptly return to EMS all EMS Confidential Information including all  copies, compilations and notes made thereof. 

d. Notwithstanding any other provisions of this Agreement, Confidential Information does not  include information which: 

i. is, or becomes publicly known, through no wrongful act or omission on the part of  the Client or any Client Representatives. 

ii. the Client can show is required to be disclosed by law, provided that the Client  immediately advises EMS of the requirement, cooperates with EMS in limiting the  extent of disclosure, and provides EMS with a reasonable opportunity to obtain a  protective order or other remedy in order to preserve the confidentiality of the  information required to be disclosed; or 

iii. is expressly authorized for release by written authorization of EMS. 

6.2 Injunctive Relief 

The Client hereby agrees that any breach of this Article 6 by the Client shall cause irreparable  harm to EMS for which they cannot be compensated by damages alone. The Client agrees that in  the event of a breach of these covenants, EMS shall not be restricted to seek damages alone, but  shall be entitled to seek and obtain injunctive relief. 

ARTICLE 7. REPRESENTATIONS, WARRANTIES, AND COVENANTS

7.1 Representations and Warranties 

Each Party hereby represents and warrants to and in favour of the other Party, acknowledging  that such other Party is relying upon these representations and warranties in entering into this  Agreement, that: 

a. Incorporation, Status, and Authority. It has been duly incorporated and organized, and is in  good standing under its home jurisdiction, and has the power to own and operate its assets  and carry on business as is now being conducted. It is duly qualified, licensed, and/or  registered to carry on business in all jurisdictions in which the nature of their business makes  such qualification necessary pursuant to Applicable Laws. 

b. Enforceability. This Agreement has been duly and validly authorized, executed, and delivered  by such Party and constitutes a valid, binding, and legally enforceable agreement of such  Party, enforceable against such Party in accordance with its terms, subject only to (i) limitations  of equitable principles and Applicable Laws regarding bankruptcy, reorganization, winding-up,  insolvency, moratorium, and creditors’ rights generally, and (ii) the discretion that a court may  exercise in interpreting enforceability of a provision or in the granting of extraordinary remedies  such as specific performance and injunction. 

c. No Violation. The execution, delivery, and performance of this Agreement is not limited or  restricted by, and does not conflict with an Applicable Law, contract, agreement, or other  instruments to which such Party is bound. 

7.2 Client’s Covenants 

The Client covenants and agrees that, during the term, it shall: 

a. Legal Existence. Do or cause to be done all things necessary to keep in full force and effect  its legal existence and all rights, licenses, permits, approvals, and qualifications necessary to  carry on its business, own property, and lease and operate the Equipment. 

b. Jurisdiction. Not remove the Equipment from the Site or any location stipulated in the Client  Document without authorization of EMS. 

c. Inspection. At all reasonable times permit EMS access to the Equipment for the purposes of  inspection, testing, or reparation, and in order to perform the Services in accordance with the  terms of this Agreement. 

d. Use. Only use the Equipment for the Permitted Use and in accordance with the terms of this  Agreement, all Applicable Laws, and in accordance with the insurance policies required under  Section 5.3. 

e. Encumbrances. Keep the Equipment free of all liens, levies, or encumbrances of any kind or  nature whatsoever, other than those arising by, through, or under EMS. 

f. Assignment. Not assign these Terms or the Client Document or any right or interest granted  hereunder, or transfer, sublet, license, or otherwise part with the possession of the EMS  Offering, without the prior written consent of EMS. 

7.3 Disclaimers 

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, EACH PARTY DISCLAIMS ALL  WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING  WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE  AND NONINFRINGEMENT. EMS’ WARRANTIES IN THIS ARTICLE 7 DO NOT APPLY TO  ISSUES ARISING FROM THIRD PARTY PLATFORMS OR MISUSE OR UNAUTHORIZED 

MODIFICATIONS OF ANY EMS OFFERING. THESE DISCLAIMERS APPLY TO THE FULL  EXTENT PERMITTED BY LAW. 

EMS EXPRESSLY DISCLAIMS ALL LIABILITY ARISING FROM BODILY OR PHYSICAL  HARM OR DAMAGE TO PERSON OR PROPERTY ARISING FROM, OR IN RESPECT OF,  THE USE OF ANY EMS OFFERING OTHERWISE THAN IN ACCORDANCE WITH THE  PROPER USAGE AND OPERATION PROTOCOLS SET BY EMS AND AS SET OUT IN  THESE TERMS. 

7.4 EMS Reports and Data 

The Client expressly acknowledges and agrees that its’ use of any EMS Offering, or any data or  reports prepared or outputted by EMS, should be in combination with the Client’s exercise of  independent judgment and sound business, agronomy, and/or land management practices. When  making agriculture, land management, or business decisions, the Client acknowledges and  agrees that it retains final and sole discretion, and liability for, those decisions. While those  decisions may be informed by information prepared or outputted by EMS, the results and  outcomes of those decisions are entirely at the risk and liability of the Client. In no case does  EMS guarantee any business, agronomy, or land management outcomes which the Client may  desire. 

ARTICLE 8. INDEMNIFICATION 

8.1 Indemnification of EMS 

The Client does hereby agree to indemnify and absolutely hold harmless EMS from and against  any damages or costs awarded against EMS (including reasonable legal fees) or agreed in  settlement by Client resulting from any claims that EMS suffers in any way relating to, arising out  of, or resulting, directly or indirectly, from any of the following: 

a. any misrepresentations, inaccuracies, incorrectness, or breach of any representation or  warranty made by the Client in this Agreement; 

b. any non-performance or non-fulfillment of any covenant or agreement on the part of the Client or any User contained in this Agreement; 

c. any breach or alleged breach of Article 5 or Article 6 by the Client or any User; and d. the possession, use, or operation of the Equipment by the Client. 

If the Client has knowledge of or receives notice of any such claims or other proceeding with  respect to or arising from the possession, use, or operation of the EMS Offering during the Term,  the Client shall promptly provide EMS with written notice thereof and provide all relevant  information in respect of such claim or proceedings. Client may not settle a claim without EMS’ prior approval if settlement would require EMS to admit fault or take or refrain from taking any  action. EMS may participate in a claim with its own counsel at its own expense. 

ARTICLE 9. DEFAULT AND TERMINATION 

9.1 Default 

The happening of any one or more of the following events shall constitute an event of default  (each an “Event of Default”):

a. The default in observation or performance of any term, condition, or covenant of this  Agreement, including failure to pay in accordance with Sections 3.1 and 3.2; 

b. Subjection of the Equipment to any lien, levy, charge, or encumbrance of any kind;  

c. If any Equipment is or may be in immediate danger of being confiscated, sequestered, or seized  under the process of law, provided that the Equipment is not confiscated, sequestered, or  seized under the process of law as a result of the actions or negligence of EMS; 

d. The transfer, rent, assignment, sublease, or otherwise giving up of possession of any  Equipment without the consent of EMS;  

e. The Client ceasing carrying on business; or 

f. The Client seeking protection under a bankruptcy, receivership, trust deed, creditors’  arrangement, composition or comparable proceedings, or if such a proceeding is instituted  against the Client and not dismissed within 30 days. 

and the Parties acknowledge and agree that the occurrence of an Event of Default with respect to  any one piece of Equipment shall be an Event of Default with respect to all Equipment and the  entirety of this Agreement. 

9.2 Termination 

Subject always to the provisions of this Article 9, this Agreement may be terminated as follows: a. by mutual agreement in writing between the Parties; 

b. by EMS, upon the occurrence of an Event of Default; or 

c. by either Party, upon the provision of thirty (30) days’ written notice to the other  Party  

9.3 Effect of Termination 

Within ten (10) days of the expiration or termination of this Agreement, EMS shall provide a final  Invoice for accrued but unpaid Services, any pro rata adjustments required to be made to the  lease payments contemplated hereunder, and any other amounts owing by the Client to EMS.  Upon the expiration or termination of this Agreement, EMS shall be entitled to take immediate  possession of the Equipment. Within three (3) days of the expiration of termination of this  Agreement, unless EMS has already taken possession of the Equipment, Client will provide EMS  with full unrestricted possession of the Equipemnt. 

ARTICLE 10. LIMITATIONS OF LIABILITY 

10.1 General Cap 

Excepting Client’s obligation to pay the Fees to EMS, each party’s entire liability arising out of or  related to these Terms or the Client Document will not exceed the General Cap. 

10.2 Consequential Damages Waiver. 

Neither party will have any liability arising out of or related to these Terms for indirect, special,  incidental, reliance or consequential damages or damages for loss of use, lost profits or  interruption of business, even if informed of their possibility in advance. 

10.3 Exceptions

Sections 10.1 (General Cap) and 10.2 (Consequential Damages Waiver) will not apply to  Uncapped Claims.  

10.4 Nature of Claims 

The waivers and limitations in this Article 10 apply regardless of the form of action, whether in  contract, tort (including negligence), strict liability or otherwise and will survive and apply even if  any limited remedy in this Agreement fails of its essential purpose. 

10.5 Liability Definitions 

The following definitions apply in these Terms: 

(a) “General Cap” means amounts paid or payable by Client to EMS under these Terms in the 12  months immediately preceding the first incident giving rise to liability; and 

(B) “Uncapped Claims” means (a) Client’s indemnification obligations under Article 8, (b) either  party’s infringement or misappropriation of the other party’s Intellectual Property rights, (c) any  breach of Article 6, excluding breaches related to Client Data, and (d) liabilities that cannot be  limited by Applicable Law. 

ARTICLE 11. GENERAL 

11.1 Independent Contractors 

EMS and the Client are, and at all times shall remain, independent contractors. At no time shall  either Party represent to any third party that it is the agent of the other, and in no event shall  either Party at any time have authority to make contracts, commitments, or undertake any  obligations on behalf of the other. 

11.2 Entire Agreement 

This Agreement and any agreement delivered pursuant to the terms hereof, constitutes the entire  agreement between the Parties with respect to the subject matter hereof, and cancels and  supersedes any prior and contemporaneous understandings and agreements with the Parties  with respect thereto. 

11.3 Assignment and Benefit 

No Party may assign this Agreement without the prior written consent of the other Party. This  Agreement shall enure to the benefit of and be binding upon the Parties and their respective  heirs, executors, administrators, personal and legal representatives, successors, and permitted  assigns. 

11.4 Further Assurances 

Each Party shall, from time to time, promptly execute and deliver and have executed and  delivered all further documents and take, and have taken, all further action as may be necessary 

or appropriate to give effect to the terms and intent of this agreement and to complete the  transactions contemplated by this Agreement. 

11.5 Amendment and Waiver 

No modification of or amendment to this Agreement shall be valid and binding unless set forth in  writing and duly executed by all of the Parties, and no waiver of any breach of any term or  provision of this Agreement shall be effective or binding unless made in writing and signed by the  Party purporting to give the same and, unless otherwise provided, shall be limited to the specific  breach waived. 

11.6 Notice 

Unless otherwise agreed to by the Parties, any notice under this Agreement must be given in  writing and delivered personally, by prepaid courier or by email, addressed to the appropriate  Party as follows: 

a. to EMS: 

3038 Faithful Avenue 

Saskatoon, SK 

S7K 0B1 

Attention: Steve Siciliano 

Email: stevesiciliano@ems-inc.ca 

with a copy (which shall not constitute notice) to: 

b. Company Name 

Street Address 

City, Prov 

Postal Code 

Attention: Contact Name 

Email: contact@email.com

or to such other address, individual or electronic communication number as may be designated  by notice given by a Party to the other Parties. Any notice given by personal delivery shall be  conclusively deemed to have been given on the day of actual delivery thereof and, if given by  registered mail, on the fifth Business Day following the deposit thereof in the mail and, if given by  electronic communication, on the day of transmittal thereof if given during the normal business  hours of the recipient and on the Business Day during which such normal business hours next  occur if not given during such hours on any day. If the Party giving any demand, notice or other  communication knows or ought reasonably to know of any difficulties with the postal system  which might affect the delivery of mail, any such demand, notice or other communication shall not  be mailed but shall be given by personal delivery or by electronic communication. 

11.7 Time of the Essence 

Time shall be of the essence of this Agreement. 

11.8 Counterparts 

This Agreement may be executed in any number of counterparts, and delivered via facsimile or  by electronic transmission in portable document format, and each such counterpart so executed  and delivered shall be deemed an original and all of which taken together shall constitute one and  the same instruments.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

ENVIRONMENTAL MATERIAL SCIENCE INC.