1.      DEFINITIONS

1.1.   “Agreement” means the General Services Agreement, including the attached schedules specified and these Services Terms and Conditions.

1.2.   “Confidential Information” means any information directly or indirectly disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether in writing, orally, or through any other means which is either marked or identified as confidential, or if the party receiving such information knows or has reason to know that it should be treated as confidential or proprietary. This includes, but is not limited to, information about the business, operations, pricing, processes, plans, intentions, product information, know-how, design rights, trade secrets, and business affairs of the Disclosing Party, its affiliates, customers, agents, or employees. However, it does not include information that is commonly accessible to the public, already known to the Receiving Party before being shared by the Disclosing Party in a non-confidential manner, obtained by the Receiving Party from a different source in a non-confidential manner, or created independently by the Receiving Party. Confidential Information shall not include any information that (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party other than as a result of a violation of the Agreement by the Receiving Party; (c) the Receiving Party rightfully knew or possessed prior to receipt from the Disclosing Party under the Agreement; (d) is obtained by the Receiving Party from a third party without a breach of confidentiality obligations; or (e) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

 1.3.   “Data” means any and all information, records, or documents provided, collected, uploaded, or entered by Authorized Users, and/or other Client-directed data sources, into TURNUP System(s) or Software(s).

1.4.   “Database” means an electronic system that organizes, stores, and manages electronically stored information relevant to legal cases or investigations. It facilitates the efficient retrieval, review, and analysis of data, supporting the identification of relevant documents and information for legal proceedings. The database enables legal teams to handle large volumes of data systematically, ensuring compliance with legal requirements and aiding in the preparation of evidence for litigation or regulatory compliance.

1.5.   “Data Destruction” means the disposal and destruction procedure of Client and/or End Client Data pursuant to the terms and conditions set out in the Agreement and further specified in the Data Destruction Order (Schedule B).

1.6.   “Engagement Team” means designated TURNUP professionals who will be working on a specific Agreement matter and who will engage with Client as part of the Services rendered. TURNUP may designate certain Engagement Team members to assist and provide Services, and TURNUP may change the designated Engagement Team members from time to time. Circumstances may occur that could result in changes to TURNUP’s’ anticipated staffing for the Agreement.

1.7.   “Fee(s)” has the meaning set forth in Sections 3 and 4 of the Agreement.

1.8.   “Intellectual Property” means anything that is or could be safeguarded by any intellectual property right, such as, but not restricted to, works (including computer programs and software), performances, discoveries, inventions, trademarks, industrial designs, mask work, and integrated circuit topographies.

1.9.   “Legal Services” means giving legal advice, opinion, or providing any professional services of a lawyer as defined by Law Society Act, R.S.O. 1990, c. L.8  and that involves the exercise of legal knowledge, skills, and judgment.

1.10. “Personal Information” means any information, whether or not recorded, that can identify an individual.

1.11. “Restrictions”  means, except as otherwise expressly permitted by TURNUP in a mutually executed agreement in writing, Clients are not authorized to resell, assign, sublicense, transfer, pledge, lease, rent, copy, modify, reverse-engineer, or disassemble the Services or share its rights under the Agreement. Clients’ use of the Services confers no title or ownership in the Services and is not a sale of any rights in the Services. All ownership rights to the Services remain in TURNUP or its third-party suppliers, as applicable.

1.12. “Schedule(s)” means Schedule A (Pricing) and/or Schedule B (Data Destruction Order), as specified.

1.13. “Service(s)” means the services and products referenced herein and further described in the General Services Agreement. TURNUP services include providing general eDiscovery services including Data hosting, Data processing, Data assessment/analytics, user access, Data storage, translation, and associated case management and document review services. Services are supported by  certified specialists that leverage advanced technology to facilitate legal discovery and effectively manage electronic data to support clients in streamlining document review processes. Services may also involve identifying, collecting, and producing electronically stored information. Services use technology and specialized software to manage and review large amounts of digital data, making relevant information accessible to its users.

1.14. “Subcontractor” means a service provider engaged by TURNUP or its affiliates that provides a part of the Services.

1.15. “Term” means the duration of the Services described in the Agreement.

1.16. “System(s)” or “Software(s)” means the technology infrastructure that TURNUP uses, both directly and through third-party providers, to deliver Services to its clients. This infrastructure includes proprietary software, applications, third-party software, TURNUP-owned hardware, third party-owned hardware like servers, and physical premises owned by third parties.

2.        TERMS OF SERVICES

2.1.   Services. Upon payment of the Fees, TURNUP will provide Services to Clients on a matter-specific basis. Clients are granted a non-exclusive right to access TURNUP’s eDiscovery Services and Systems as detailed in the General Services Agreement’s scope(s).

2.2.   Additional Services. TURNUP or Clients may identify the need for additional Services beyond the current Agreement, which may require a revised Fee estimate. These additional Services may include variations of existing Services, data culling, data processing, analytics, and contract reviewers. TURNUP may also provide paid technology support and training sessions (e.g., RelativityOne certification preparation) upon mutual agreement. The terms for additional Services not described within an Agreement, including Fees, will be detailed in a supplemental Agreement.

2.3.   Engagement. Our engagement starts with a signed copy of the General Services Agreement. If you don’t return a signed copy of the General Services Agreement and don’t contact us, we will consider that you have not retained our Services. If we are instructed to start providing Services before receiving the signed Agreement, we assume you accept the Services Terms and Conditions.

2.4.   Rights of Use and User Account. Client(s) is granted a limited, non-exclusive, non-transferrable right and license during the Term, solely for its internal business purposes, and in accordance with the Agreement, to use the Services, implement, configure, and permit its Authorized Users to access and use the Services. Access to the Services will be provided to Client(s) via the Internet through a unique username/password providing access to the server(s) on which the TURNUP Services application(s) reside(s). Client(s) is responsible for obtaining all hardware and software necessary to access the Services. User login credentials cannot be shared or used by more than one User. Client must maintain the confidentiality of its account details and any other login information and will remain liable for all activities conducted under its account, regardless of authorization. Client(s) must notify TURNUP immediately of any unauthorized access or use of Clients’ Account. TURNUP is not liable for any losses resulting from lost or compromised Client(s) login or passwords.  Subject to the Restrictions, the Agreement does not grant any license to the Software, and TURNUP is not obligated to provide any source code.

2.5.   Client(s) Responsibilities. Client(s) shall cooperate with TURNUP in its performance of Services, including, without limitation, providing TURNUP with timely access to its Data. Client(s) shall be responsible for the performance of its personnel and agents and for the accuracy and completeness of all Data and information provided to TURNUP for purposes of the performance by TURNUP of the Services hereunder. Client(s) shall also be solely responsible for, among other things: (i) making all management decisions regarding the Services; (ii) evaluating the adequacy and results of the Services; (iii) accepting responsibility for the results of the Services; and (iv) establishing and maintaining internal controls, including, without limitation, monitoring ongoing activities.

2.6.   Subcontracting. In providing its Services, TURNUP may subcontract its duties under the Agreement to third parties and shall remain fully responsible for the performance of all obligations and any actions or omissions of its Subcontractors.

2.7.   RECOGNITION OF RELATIONSHIP. CLIENTS ACKNOWLEDGE AND UNDERSTAND THAT TURNUP IS AFFILIATED WITH MILLER THOMSON LLP, A NATIONAL LAW FIRM OPERATING THROUGHOUT CANADA. MILLER THOMSON LLP PROVIDES LEGAL SERVICES TO ITS OWN CLIENTS, AND DOES NOT PROVIDE LEGAL SERVICES TO TURNUP’S CLIENTS. SOME OR ALL OF TURNUP’S TEAM MEMBERS PROVIDING SERVICES FOR OR ON BEHALF OF  TURNUP MAY BE EMPLOYEES OF AN AFFILIATE OF MILLER THOMSON LLP. ALL SYSTEMS AND IT INFRASTRUCTURE USED BY TURNUP ARE SHARED AND LICENSED UNDER MILLER THOMSON LLP OR ITS AFFILIATES.

2.8.   Updates to Services. TURNUP may update Systems during the Agreement. While not obligated to enhance or modify the Systems, TURNUP may do so at its discretion.

2.9.   No Legal Advice. TURNUP is not a law firm and does not provide Legal Services, and nothing in the Agreement should be construed as legal service or legal advice.

2.10.      Artificial Intelligence (“AI”). TURNUP may use AI and similar technologies to improve its Services while ensuring the confidentiality of Client(s) Data and in compliance with applicable laws.

2.11.      Intellectual Property. Subject to the limited rights expressly granted in the Agreement, TURNUP and its licensors retain and reserve all rights, including, but not limited to, Intellectual Property rights, in and to the Services and Systems. As between the Parties, Client(s) shall own all rights, title, and interest in and to all Client Data. TURNUP is granted a non-exclusive, non-transferable right to access and use Client(s) Data solely as stipulated in the Agreement.

2.12.      Linking Software. In engaging TURNUP for its Services and using RelativityOne, Client shall not link the Software on its website or promote or publicize its use of the same.

3.     PRICING

3.1.   Base Pricing. The pricing and Fees for Services under the General Services Agreement follow TURNUP’s latest Pricing Schedule attached to the General Services Agreement. Per the Pricing Schedule A,  should Client(s)  engage in or utilize any Services during a given month, Client(s)  shall be liable for the Fees incurred for the entire month, regardless of the duration of usage within that month.

3.2.   Revision of Pricing.  TURNUP may revise its Pricing Schedule from time to time with a minimum of sixty (60) days’ written notice. Client(s)  acknowledges that the revised pricing will be applicable to all future Services rendered under the Agreement after the sixty (60) days’ written notice.

4.     PAYMENT OF FEES

4.1.   Invoices. TURNUP will invoice Client(s) for Services rendered under the Agreement according to the pricing outlined in the latest Pricing Schedule and pursuant to the election made in the General Services Agreement.

 4.2.   Billing Frequency. All Fees for Services will be the responsibility of Client(s) and shall be invoiced on a monthly basis. Payment shall be due immediately upon receipt of the invoice and must be rendered in Canadian dollars (CAD).

4.3.   Non-Payment. TURNUP reserves the right to halt or terminate Services if payment of Fees is not received within thirty (30) days of the invoice date. Any outstanding liabilities for non-payment will survive the termination of the Agreement.

 4.4.   Taxes and Interest. Client(s)  is solely responsible for all applicable taxes on payments under the Agreement, which will be added to TURNUP’s invoices. All Fees for Services are non-cancelable and non-refundable. A simple monthly interest rate of 1% (equivalent to 12% per annum) will apply to late payments, subject to legal limits.

5.     TERM AND TERMINATION

5.1.   Term and Duration of Agreement. The Agreement takes effect upon execution and remains in force until terminated. Services will continue monthly from the first of each month until terminated.

5.2.   Termination. Either Party may terminate the Agreement with thirty (30) days’ written notice for any reason. Monthly Service Fees shall not be prorated. If a Party breaches the Agreement, the breaching Party will have fifteen (15) days to remedy such breach. Failure to do so will result in termination of the Agreement. Either Party may further terminate the Agreement in its entirety immediately upon written notice if the other Party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership, or liquidation, in any jurisdiction, if there is a breach of applicable laws, and/or if any actions taken by Client(s)  are deemed detrimental to the Agreement or to TURNUP and its interests.

5.3.   Effect of Termination. Termination takes effect on the date indicated in TURNUP's notice, at which point TURNUP will promptly return and/or dispose of Clients’ Data in accordance with the Agreement and the Data Destruction Order (“DDO”) in Schedule B. After termination, all rights and obligations under the Agreement will end, except for those provisions intended to survive termination. All payments owed to TURNUP and any outstanding obligations will still be due upon termination, and TURNUP will have no further obligations to provide Services to Client(s) from the termination date onward.

6.     RETURN AND DISPOSAL OF CLIENT DATA

6.1.   Direction for Return and Destruction of Data. Upon termination of the Agreement, the Parties will follow the DDO outlined in Schedule B, subject to any legal retention requirements. The DDO will detail the scope and procedures for Data return and disposal as elected by Client and/or End Client. Any changes to the DDO must be communicated to TURNUP in writing. CLIENTS MUST COMPLETE AND RETURN THE DDO BEFORE TERMINATION OF THE SERVICES. If the DDO is not completed and returned to TURNUP before the end of the engagement or at termination, TURNUP will return all Client(s)  Data to Client and/or End Client in a manner at its discretion and proceed with its destruction of the Data as provided in Schedule B.

TURNUP WILL DISPOSE OF, ERASE, DESTROY, AND RENDER UNREADABLE ALL CLIENT DATA WITHIN NINETY (90) DAYS OF TERMINATION OF THE AGREEMENT.

 7.   CONFIDENTIALITY

7.1.   Protection of Confidential Information. The confidentiality and non-disclosure obligations set forth in the Agreement shall be perpetual, and the Receiving Party shall not use the Disclosing Party’s Confidential Information except as necessary for the performance or enforcement of the Agreement and will not disclose such Confidential Information to any third party except its employees and subcontractors on a need-to-know basis for the performance or enforcement of the Agreement. TURNUP will implement appropriate administrative, physical, and technical safeguards to protect the confidentiality and integrity of Client(s)  Data and information, which may be adjusted as needed. The handling of Confidential Information is also governed by TURNUP’s Privacy Policy.

7.2.   Legally Compelled Disclosure. If any Party is requested or becomes legally compelled (including, without limitation, pursuant to any applicable laws and regulations of any jurisdiction) to disclose any Data, such Party shall provide the other Party with prompt written notice of that fact and shall consult with the other parties regarding such disclosure. At the request of the other Party, the Disclosing Party shall, to the extent reasonably possible and with the cooperation and reasonable efforts of the other Party, seek a protective order, confidential treatment or other appropriate remedy. In any event, the Disclosing Party shall furnish only that portion of the information that is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such information.

8.   CLIENT CLEARANCE

8.1.   Due Diligence and Client(s) Clearance. Prior to the engagement of TURNUP, a client intake and clearance process will take place to ensure that the Agreement does not restrict MILLER THOMSON LLP in conducting business for its clients.

8.2.   Client Intake Form. As part of the client intake and clearance process TUNRUP requires Client and/or the End Client to complete a Client Intake form. TURNUP will share the completed Client Intake form with MILLER THOMSON LLP’s General Counsel's Office to evaluate the possibility of TURNUP accepting Client(s) as a client. If the Client(s) clearance is satisfactory to MILLER THOMSON LLP, TURNUP may proceed with the Agreement for Services.

 8.3.   Multiple Clients. TURNUP may provide similar Services to competitors or parties with interests adverse to Client and/or End Client without breaching its obligations under the Agreement.

8.4.   No Disqualification. Neither the Client nor any End Client, if applicable, shall disqualify MILLER THOMSON LLP from representing its clients based solely on its affiliation with TURNUP. Client and any End Client, if applicable,  will not claim, in any instance, a conflict on the basis of TURNUP's relationship with MILLER THOMSON LLP, even if Client or End Client’s interests are opposed to the interests of MILLER THOMSON LLP’s clients. As part of the Agreement TURNUP may, at its sole discretion, require Client and/or the End Client to sign a statement of acknowledgement and consent prior to the provision of Services.

9.             INTERRUPTION OF SERVICE AND SUPPORT

9.1.   Interruptions and Major Disruptions. TURNUP reserves the right to interrupt its Services at any time due to System issues or other necessary reasons. During such interruptions, TURNUP may be unable to process or provide access to Data, which may prevent Client(s) from utilizing the Services.

9.2.   Support. TURNUP will provide standard support and maintenance as a core part of the Services. Updates and changes to the TURNUP System and its Software may occur periodically to enhance service quality and performance. The Agreement will be managed under the supervision of the Director of eDiscovery Services. A case manager will oversee daily operations, and additional professionals may be included in the Engagement Team as needed to ensure timely and satisfactory completion of the Services.

TURNUP Support : support@turnuplegal.com

Support services shall be available only during the business hours Monday to Friday of 9 a.m. ET to 6 p.m. ET and shall include limited troubleshooting and debugging of applicable software and user assistance for TURNUP Services.

9.3.   Paid Support. Paid support services are also available and include user access assistance to Services and Systems, user training, mobile phone training, specific case work or instructions, access or in-depth user training for TURNUP Services. Such paid support services may be provided outside of regular business hours, upon request, or in cases where there are sensitive deadlines. Anticipated staffing for the Agreement is subject to change at the discretion of TURNUP.

10.          WARRANTIES AND DISCLAIMER

10.1.      Mutual Warranties.  Each Party represents and warrants to the other that: (a) the Agreement is accurate, complete, and has been duly executed by an authorized representative and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; and (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery, or performance of the Agreement.

10.2.      TURNUP Warranties.  TURNUP represents and warrants to Client(s) that: (a) during the Term, Service(s) will be performed in a manner materially consistent with industry standards; (b) TURNUP will follow any reasonable directions given by Client(s) and its representatives, save and except directions that are inconsistent with applicable law or industry standards; and that (c) it will take all reasonable precautions necessary to avoid risk of injury to persons or damage to property.

10.3.      Client Warranties. Client(s) represents and warrants that: (a) any Client(s) Data has not been collected, stored, and transferred to TURNUP in violation of any law, regulation, or contractual obligation applicable to Client(s); (b) Client(s) has obtained necessary consents with respect to such Data; (c) Client(s) is the owner or legal custodian of such Data; and (d) TURNUP’s performance of the Services does not conflict with or violate any contractual or other obligation of Client(s).

10.4.      Disclaimer.  WITH THE EXCEPTION OF THE HEREIN WARRANTIES, TURNUP MAKES NO ADDITIONAL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY WARRANTY THAT THE TURNUP SERVICE WILL PROVIDE ERROR-FREE OR UNINTERRUPTED SERVICE, OR THAT THE INFORMATION AVAILABLE ON THE SITE OR THROUGH THE TURNUP SERVICES IS ACCURATE, TIMELY, OR TRUE. NOR DOES TURNUP PROVIDE ANY WARRANTY WITH RESPECT TO ANY THIRD-PARTY MATERIAL OR OTHER THIRD-PARTY SOFTWARE. THE EXPRESS TERMS OF THE AGREEMENT REPLACE ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS, AND OBLIGATIONS CREATED BY STATUTE, COMMON LAW, CUSTOM, TRADE USAGE OR PRACTICE, COURSE OF DEALING, OR OTHERWISE, ALL OF WHICH ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. TURNUP HEREBY EXCLUDES ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE, PARTICULAR, SPECIFIC, OR OTHERWISE, INCLUDING ANY LEGAL WARRANTY OF QUALITY, TO THE FULLEST EXTENT PERMITTED BY LAW.

11.          INDEMNIFICATION

11.1.      Mutual Indemnities. Subject to the Agreement, each Party agrees to indemnify and hold harmless the other Party for any damages, losses, costs, expenses, claims, and liabilities, including reasonable legal fees suffered or incurred by itself or its directors, officers, employees, partners, affiliates, and representatives if there is a claim that Data or any other material provided by a Party infringes on any third party's copyright, trade secrets, patents, or other intellectual property rights.

11.2.      Client Indemnities. Client(s) agrees to indemnify and hold harmless TURNUP for any damages, losses, costs, expenses, claims, and liabilities, including reasonable legal fees suffered or incurred by TURNUP or its directors, officers, employees, partners, affiliates, and representatives in connection with the following scenarios: (i) If the Data contains personal information and the appropriate consents, authorizations, or procedures were not obtained in compliance with applicable laws; (ii) If a third party requests access to Client's Data based on the applicable laws or contractual provisions between the third party and Client(s); (iii) If there is a breach by an Authorized User or any other party for whom Client is responsible, including Clients’ own customers or clients, or individuals using the credentials of any Authorized User; and (iv) If the Data contains offensive, illicit, or illegal materials or violates any applicable laws. Client(s)  further agrees to indemnify and hold harmless TURNUP from and against any and all claims, damages, costs, charges, liabilities, and expenses, including all legal fees, claimed by any third party relating to the Services provided by TURNUP except to the extent judicially determined to have resulted from the bad faith or intentional misconduct of TURNUP.

12.          LIMITATION ON LIABILITY

12.1.      TURNUP SHALL NOT BE HELD LIABLE FOR ANY LOSS OR DAMAGES, WHETHER DIRECT, CONSEQUENTIAL, OR INDIRECT, SUFFERED BY CLIENT(S) OR ANY THIRD PARTY. THIS INCLUDES BUT IS NOT LIMITED TO LOSS OF PROFITS, LOSS OF OPERATING REVENUE, FAILURE TO ACHIEVE EXPECTED SAVINGS, RESULTS, OR ANY OTHER FORM OF CONSEQUENTIAL DAMAGES. TURNUP WILL NOT BE RESPONSIBLE FOR ANY LOSS OF USE OR LOSS OF DATA OR INFORMATION RESULTING FROM THE FAILURE OF THE TURNUP SYSTEM OR SOFTWARE OR ANY PART OF IT TO FUNCTION PROPERLY. CLIENT AGREES THAT TURNUP'S LIABILITY WILL BE SEPARATE AND NOT JOINT AND SEVERAL, AND ANY CLAIMS FOR PAYMENT CAN ONLY BE MADE AGAINST TURNUP BASED ON ITS PROPORTIONATE SHARE OF THE TOTAL LIABILITY, TAKING INTO ACCOUNT THE DEGREE OF FAULT. THE AMOUNT OF DAMAGES RECOVERABLE AGAINST TURNUP WITH RESPECT TO ANY BREACH, PERFORMANCE, NONPERFORMANCE, ACT, OR OMISSION HEREUNDER WILL NOT EXCEED THE LESSER OF THE ACTUAL DAMAGES ALLOWED HEREUNDER OR THE AMOUNT OF FEES INCURRED BY CLIENT(S).

13.          GENERAL

13.1.      Entire Agreement. The Agreement constitutes the final, complete, and exclusive understanding between the Parties, superseding all prior communications, whether oral or written, including any confidentiality agreements related to the Services. It applies exclusively and can only be modified through a written agreement signed by authorized agents of both Parties.

13.2.      Privity. Services provided under the Agreement are intended solely for the internal use of Client(s). The Agreement does not create any privity between TURNUP and any third party, meaning that no third party can rely on TURNUP's advice or Services. Any materials provided by TURNUP are to be used only for the purposes outlined in the Agreement and cannot be shared with third parties without prior written consent from TURNUP.

13.3.      Performance. Each Party shall carry out, execute, or ensure to carry out and execute any necessary actions and additional documents as requested in writing by the other Party to the fullest extent of its authority in order to fully implement the terms of the Agreement.

13.4.      Force Majeure. Either Party shall be excused for any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control including, but not limited to, acts of god, acts of war, fire, insurrection, strikes, lock-outs, or other serious labour disputes, riots, earthquakes, floods, explosions, or other acts of nature. The obligations of the affected Party will be extended for the duration of the interruption, and performance will resume once the event has passed.

13.5.      Assignment. Client(s) may not assign the Agreement without the prior written consent of TURNUP, which consent shall not be unreasonably withheld, except in connection with a reorganization, merger, acquisition, or sale of all or substantially all of a Party’s assets or voting securities. For any assignment, TURNUP shall require Client and/or End Client to complete a client Intake form and be approved via the clearance process before proceeding with any Services.

13.6.      Relationship of the Parties. The Parties are independent contractors and do not have the authority to act as agents or employees of each other. The Agreement does not create a partnership or joint venture, and neither Party can bind the other in contracts or incur liabilities on behalf of the other.

13.7.      Legal Obligations. If TURNUP is required by law, government regulation, subpoena or other legal process, or requested by Client(s) to produce documents or personnel as witnesses related to the Agreement, and TURNUP is not a Party to such proceedings, Client(s) shall reimburse TURNUP at standard billing rates for professional time and expenses, including reasonable legal fees, incurred in responding to such requests.

13.8.      Non-Solicitation of Personnel. Client(s) agrees not to solicit or hire TURNUP’s personnel involved in the Agreement for six (6) months following the termination of the Agreement. This provision does not restrict general recruiting efforts or hiring individuals who respond to advertisements without direct solicitation.

13.9.      Time. Time is of the essence with respect to each provision of the Agreement.

13.10.    Jurisdiction. The Agreement is governed by the laws of the Province of Ontario, Canada, excluding all other jurisdictions.

13.11.    Severability. If any provision of the Agreement is found invalid or unenforceable, only that specific part will be inoperative, while the remaining portions will continue to be in effect.

13.12.    Independent Legal Advice. Client(s) acknowledges the opportunity to seek independent legal advice before signing the General Service Agreement and agrees that failure to do so does not affect the enforceability of the Agreement.