2025-03-17_skoyanagi_312651615_v(1)_Master Commercial Agreement Lifeguard and TheKey - March 17 2025.docx

MASTER COMMERCIAL AGREEMENT

This master commercial agreement (the “Agreement”) is effective as of March 1, 2025 (the “Effective Date”).

BETWEEN:	Lifeguard Health Canada Inc., a corporation, having its registered office at 2800 rue Louis-Lumière, Suite 200, Québec, Québec G1P 0A4, Canada;

(“Lifeguard”)

AND:	Home Care Assistance (Montréal) Inc. a corporation, having its registered office at 885 West Georgia Street, Suite 800, Vancouver, British Columbia, V6C 3H1, Canada

(TheKey, together with Lifeguard, the “Parties”, and each individually a “Party”)

RECITALS

WHEREAS TheKey is well established in the homecare space and offers in-home care to individuals with a wide range of needs and age-related conditions;

WHEREAS Lifeguard has developed a unified dashboard that combines the outputs from disparate systems including, connected motion sensors, radar and wifi sensing to detect falls and abnormal movement in an enclosed environment without the use of cameras or recording devices. This solution combines 24/7 monitoring, real-time data aggregation and validation, timely alerts is capable of generating personalized reports (the “Lifeguard Solution”);

WHEREAS given the complimentary nature of each Party’s service offering, the Parties entered into a pilot project agreement dated August 6, 2024 to evaluate the commercial feasibility of a combined service offering (the “Pilot Project”);

WHEREAS the Pilot Project was successful, and the Parties now wish to enter this Agreement to formalize their commercial arrangement, in accordance with the terms and conditions hereof;

NOW, THEREFORE, the Parties agree as follows:

Definitions

The following terms have the meanings ascribed below:

“Additional Modules” means modules that may be added to the Lifeguard Solution after the Effective Date as a part of the Combined Service Offering, from time to time.

“Business Day” means any day other than a Saturday, Sunday, or day on which banking institutions are authorized or required by law or other governmental action to close in the province of Québec.

“Confidential Information” has the meaning set forth in Section 10.1.

“Combined Service Offering” means providing the Lifeguard Solution to TheKey Customers.

“Commercial Arrangement” has the meaning set forth in Article 2.

“CSO Champions” has the meaning set forth in Section .

“CSO Manager” has the meaning set forth in Section 3.6.

“Current Clientele” has the meaning set forth in Section 3.3.

“Customer Pricing” has the meaning set forth in Section 8.1

“Defaulting Party” has the meaning set forth in Section 15.2.1

“Enhancements” means enhancements or improvements to the Fall Detection and Wifi Sensing Module.

“Fall Detection Module” means a module of the Lifeguard Solution having the following functionality: he use of radar sensors to detect falls.

“Fees” has the meaning set forth in Section 9.1.

“Hardware” means the hardware component(s) of the Lifeguard Solution used to detect inactivity and falls.

“Initial Installation Period” has the meaning set forth in Section 3.3.

“Level 1 Support” means general customer support including, basic troubleshooting the Lifeguard Solution for issues such as power outages, internet failures, and device disconnections, as further set forth in Schedule C.

“Level 2 Support” means all back-end technical support regarding the installation, provision or maintenance of the Lifeguard Solution including, advanced troubleshooting for system errors, Hardware malfunctions, and other back-end issues beyond basic troubleshooting, as further set forth in Schedule C.

“Lifeguard Solution” has the meaning set forth in the Recitals.

“Losses” has the meaning set forth in Section 14.1.1.

“Onboard”/“Onboarding” has the meaning set forth in Section 3.3.

“Response Protocol” has the meaning set forth in Section 3.8.

“Service Escalation Protocol” has the meaning set forth in Section 3.9.

“Term” has the meaning set forth in Section 14.1.

“Terminating Party” has the meaning set forth in Section 15.1.

“Territory” means Canada.

“TheKey Customers” means individuals benefitting from TheKey Services.

“TheKey Services” means in-home care services provided by TheKey to individuals with a wide range of needs and age-related conditions.

“TheKey Trademarks” means the trademarks appearing in Schedule A hereto.

“Third Party Claim” has the meaning set forth in Section 14.1.1.

“Trigger Events” has the meaning set forth in Section 3.2.

“Wifi Sensing Module” means a module of the Lifeguard Solution having the following functionalities: motion detection and moisture sensing by analyzing changes in Wi-Fi signals as they propagate through an environment. This process leverages Channel State Information (CSI) from Wi-Fi transmissions to measure variations in signal amplitude, phase, and frequency response caused by human presence and movement. This module applies advanced signal processing and machine learning algorithms to interpret these disruptions, enabling motion detection without the need for cameras or wearables.

purpose

The purpose of this Agreement is to establish the terms under which TheKey and Lifeguard will collaborate to provide the Combined Service Offering that endeavours to promote the enhancement, safety, well-being, and quality of life of TheKey Customers, with TheKey serving as the primary offeror and customer-facing entity (the “Commercial Arrangement”).

For the purposes of the Commercial Arrangement, Lifeguard grants TheKey a non-exclusive, non-sublicensable, non-transferable right and license, in the Territory to resell the Lifeguard Solution solely in accordance with the terms and conditions of this Agreement.

TheKey shall not use the Lifeguard Solution for any purposes beyond the scope of the licence granted in this Agreement. For clarity, except as otherwise expressly set forth in this Agreement, TheKey shall not at any time, directly or indirectly: market, distribute, license, or otherwise make available the Lifeguard Solution.

delivery of combined service offering

TheKey shall lead the TheKey Customer engagement, contracting, and delivery process of the Combined Service Offering and hereby represents and warrants that the TheKey Services shall be rendered in full compliance with applicable laws for the duration of the Term.

The Lifeguard Solution collects data from the Hardware installed in the homes of TheKey Customers wishing to benefit from the Combined Service Offering. Specifically, the Lifeguard Solution collects data and monitors an individual’s daily routine and, as of the Effective Date comprises two main modules: (i) Wifi Sensing Module; and (ii) Fall Detection Module. Such data is transmitted to Lifeguard’s alert center that analyzes and monitors either (i) unusual or prolonged inactivity or (ii) falls (“Trigger Events”).

Subject to obtaining consent, and the execution of terms of service for the Lifeguard Solution from TheKey Customers regarding the Combined Service Offering (the “Onboard” or “Onboarding”), TheKey shall provide Lifeguard with details of concerned TheKey Customers existing on the Effective Date (“Current Clientele”). Within the timeframes established in Schedule  (the “Initial Installation Period”), Lifeguard shall install the Hardware and activate the Wifi Sensing Module at the homes of (i) all Current Clientele, and (ii) TheKey Customers Onboarded after the Initial Installation Period

The process for the initial installation of the Hardware and activation of the Wifi Sensing Module shall be as follows:

Within following Onboarding for the Wifi Sensing Module, TheKey shall notify Lifeguard in writing;

Once the Onboarding notification is received for the Wifi Sensing Module, Lifeguard shall inform TheKey of installation appointment availabilities for the Hardware for each such concerned TheKey Customer;

Within  following receipt of installation appointment availabilities from Lifeguard, TheKey will contact each such TheKey Customer or their designated contact to schedule an installation appointment for the Hardware.

On the date of the installation appointment, Lifeguard will send its personnel to install the Hardware and activate the Wifi Sensing Module. While activation of the module will occur immediately once Hardware is set up, Lifeguard will only be able to generate activity reports 24 hours following any such activation. For clarity, Lifeguard personnel installing the Hardware will identify themselves as TheKey team.

Following Onboarding for the Fall Detection Module, the process for the activation of the Fall Detection Module shall be as follows:

If the Hardware is not already installed, within the timeframes established in Schedule E, Lifeguard shall install the Hardware and activate the Fall Detection module in accordance with the steps outlined in sub-paragraphs 3.4.1 - 3.4.4, mutatis mutandis.

If the Hardware is already installed, within twenty-four (24) hours following Onboarding for the Fall Detection Module, TheKey shall notify Lifeguard in writing and Lifeguard shall activate the Fall Detection Module within 24 hours.

Each Party shall maintain clear communication channels for the efficient operation of the Combined Service Offering and shall each appoint a liaison to manage day-to-day coordination and ensure alignment regarding the delivery of the Combined Service Offering (each a “CSO Manager”): Changes to the CSO Manager of either Party shall only be effective upon written notice to the other Party.

Representatives of each Party including, each of their respective CSO Managers shall meet at least quarterly to refine workflows and address any operational challenges that may arise during the Term in relation to the Combined Service Offering.

In the advent of a Trigger Event, the Parties shall follow the following response protocol,  (the “Response Protocol”).

he Parties agree that Lifeguard personnel will present themselves as a part of TheKey personnel when interfacing with TheKey Customers

All key information regarding Trigger Events and Lifeguard’s subsequent treatment thereof will be recorded by Lifeguard in writing. From time to time, TheKey may request a copy of all such records. Following such a request, Lifeguard shall provide TheKey with the requested records within five (5) Business Days.

Lifeguard shall retain all Trigger Event records for at least four (4) years following the initial date of occurrence.

The Parties shall jointly establish an escalation process for the processing of Trigger Events relating to the Combined Service Offering (the “Service Escalation Protocol”). The initial Service Escalation Protocol shall be as set forth in Schedule D.

Within at least one (1) Business Day after TheKey Services are terminated or expire for a TheKey Customer:

TheKey shall notify Lifeguard in writing;

Within at least two (2) Business Days following notification from TheKey, Lifeguard shall deactivate the Lifeguard Solution for such TheKey Customer; and

shall arrange for and schedule the removal of the Hardware in the homes of the concerned TheKey Customer.

Roles and responsibilities

TheKey’s Role and Responsibilities. TheKey shall in good faith and at its own expense:

act as the primary offeror of the Combined Service Offering, including all contract management, billing, and support related thereto and escalate and convey all TheKey Customer Hardware and Lifeguard Solution related inquiries, as applicable;

market, advertise, promote, and resell the Lifeguard Solution to TheKey Customers located in the Territory in accordance with good b;

schedule and facilitate an introductory training session for selected TheKey personnel (“CSO Champions”). Such introductory training session shall relay sufficient knowledge of the Lifeguard Solution required to explain its benefits and key functionalities and offer Level 1 Support. Once the training of the CSO Champions is completed, such individuals shall train other TheKey personnel, as required in furtherance of the Commercial Arrangement;

following the introductory training sessions, schedule and facilitate any additional training sessions, as required by Lifeguard including additional training related to Enhancements or Additional Modules;

if any training sessions require Lifeguard personnel to travel, TheKey shall reimburse such Lifeguard personnel for all reasonable out-of-pocket expenses related to such travel;

ensure that (i) each TheKey Customer has chosen to benefit from any module of the Lifeguard Solution executes related terms of services and privacy consent, substantially in the forms appearing in Schedule B hereto; and (ii) each TheKey personnel signs a privacy consent, as required and substantially in the form appearing in Schedule B hereto.

provide contact information for Onboarded TheKey Customers and their designated contacts within  of Onboarding, and promptly notify Lifeguard of any changes to such information within of receiving such a request for change;

promptly notify Lifeguard of, and investigate any complaint or adverse claim about the Lifeguard Solution or its use of which TheKey becomes aware;

respond promptly to escalated Trigger Events in accordance with Response Protocol and the Service Escalation Protocol;

conduct regular check-ins with TheKey Customers to assess satisfaction, identify potential issues, and address service gaps in relation to the Combined Service Offering and sharing all resulting feedback with Lifeguard;

provide timely feedback to Lifeguard regarding the performance, functionality, and effectiveness of the Lifeguard Solution;

inform Lifeguard of any changes to a TheKey Customer’s condition or needs that could affect the effectiveness of the Lifeguard Solution;

within the end of the month, submit to Lifeguard complete and accurate monthly reports of: (i) sales of the Lifeguard Solution to TheKey Customers along with the concerned customer identifiersin a computer-readable format or via access to an electronic platform such as Salesforce; and

maintain books, records and accounts of all transactions and activities covered by this Agreement and permit full examination thereof by Lifeguard.

Lifeguard’s Role and Responsibilities. Lifeguard shall in good faith and at its own expense:

configure, install, operate, maintain the Lifeguard Solution including, the Hardware in TheKey Customers’ homes as part of the Combined Service Offering;

ensure its staff is trained to support the deployment, operation, and troubleshooting of the Lifeguard Solution;

prepare all necessary training programs and materials required to train CSO Champions including the programs and materials required for: introductory training, Level 1 Support, and training for Enhancements and Additional Modules (if applicable);

within [ ● ] Business Days following the Effective Date, provide introductory training regarding the Lifeguard Solution to CSO Champions regarding the relative functionalities of the Wifi Sensing and Fall Detection Modules and Level 1 Support;

from time to time and as required, provide training to CSO Champions regarding Enhancements and/or Additional Modules;

provide any information, support and materials that may be reasonably requested by TheKey regarding the marketing, advertising, promotion, and sale of the Lifeguard Solution as part of the Combined Service Offering;

in relation to the Lifeguard Solution, monitor system performance, conduct regular updates, and implement Enhancements, as needed to maintain efficiency and reliability;

respond promptly to Trigger Events in accordance with Response Protocol and Service Escalation Protocol;

provide TheKey from time to time with usage reports and performance insights related to the Lifeguard Solution in the context of the Combined Service Offering to support the continual improvement of the Combined Service Offering. The initial content of such reports shall be as set forth in Schedule F

PROHIBITED ACTS

Notwithstanding anything to the contrary in this Agreement, neither TheKey, nor TheKey’s personnel shall:

make any representations, conditions, warranties, guarantees, indemnities, similar claims, or other commitments that actually, apparently or ostensibly on behalf of Lifeguard, or to any TheKey Customers regarding the Lifeguard Solution, which are additional to or inconsistent with any then-existing representations, conditions, warranties, guarantees, indemnities, similar claims, or other commitments in a written documentation provided by Lifeguard to TheKey;

engage in any unfair, competitive, misleading or deceptive practices as regards, ;

register or apply for registrations, anywhere in the world, for a ; and

challenge any right, title or interest of in or to its intellectual property rights or make any claim or take any action adverse to any derivatives or improvements thereto.

Audit

Lifeguard shall have the right to periodically review and assess TheKey’s compliance with the terms and conditions of this Agreement. Such reviews shall be conducted in a manner that is not unduly intrusive or disruptive to the TheKey’s business operations and may include accompanying TheKey personnel to the homes of TheKey Customers and listening in on Combined Service Offering pitches.

TheKey agrees to provide reasonable access to relevant records, information and documentation necessary to verify compliance with the terms and conditions of this Agreement, subject to the following conditions: Lifeguard shall provide TheKey with at least fifteen (15) Business Days’ prior written notice of any intended assessment/audit, and such assessments/audits shall not occur more than twice in any calendar year.

SUpport and service ESCALATION

TheKey shall provide all Level 1 Support and Lifeguard shall provide all Level 2 Support. Notwithstanding the foregoing, for actions related to Level 2 Support, , from time to time,  TheKey Customer personnel to administer basic actions regarding the Hardware.

TheKey Customer complaints and/or service disruptions relating to the Combined Service Offering shall be addressed promptly, with detailed incident reports shared between the Parties on a monthly basis.

The Parties agree that only TheKey will be responsible for handling and escalating all care-related queries and feedback involved in the Combined Service Offering, as required.

customer pricing

TheKey shall determine and communicate the pricing for the Combined Service Offering to TheKey Customers (“Customer Pricing”), ensuring clarity and transparency.

TheKey shall provide Lifeguard with all information regarding Customer Pricing and shall update Lifeguard in the event of any changes to such Customer Pricing during the Term.

TheKey shall ensure that when conveyed to TheKey Customers, Customer Pricing includes a breakdown of costs associated with both the TheKey Services and the Lifeguard Solution.

Fees and PAYMENT TERMS

The fees payable by TheKey to Lifeguard (the “Fees”), plus applicable taxes are as follows:

Fifty dollars ($50 USD) per month, per home of a TheKey Customer for the Wifi Sensing Module;

One-hundred and fifty dollars ($150 USD) per month, per home of a TheKey Customer for the Fall Detection Module

For TheKey Customers Onboarded in the middle of the month or billing cycle, fees invoices by Lifeguard to TheKey will be prorated accordingly.

All Fees are of all sales, use and excise taxes

Lifeguard shall issue monthly invoices to TheKey indicating the number of Wifi Sensing Module and Fall Detection Module subscriptions Onboarded or  in the previous month and the total Fees and applicable taxes payable accordingly. TheKey shall pay all invoiced amounts due to Lifeguard within () days from the TheKey’s receipt of the invoice, TheKey shall make all payments in US dollars by wire transfer and in accordance the wire instructions provided by Lifeguard to TheKey under separate cover.

Except for invoiced payments that TheKey has disputed, TheKey shall pay interest on all late payments, .

CONFIDENTIALITY

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party.

The receiving Party shall not disclose the disclosing Partys Confidential Information to any person or entity, except to the receiving Partys employees who have a need to know the Confidential Informationfor the receiving Party to perform its obligations .

Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Partys rights under this Agreement, including to make required court filings.

On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Partys Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed.

Each Partys obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and

intellectual property

As between the Parties, Lifeguard owns and shall continue to own all rights, title and interest in and to the Lifeguard Solution and all materials and deliverables created by Lifeguard to support the Commercial Arrangement.

As between the Parties, shall own all rights, title and interest in and to any reports and underlying data resulting directly from the Lifeguard Solution and the use thereof by TheKey Customers.  hereby grants a limited, non-exclusive, royalty-free license to use such reports only for the Combined Service Offering.

Each Party shall remain the owner of its trademarks. Specifically, Lifeguard owns and shall continue owning the Lifeguard Trademarks and TheKey owns and shall continue owning the TheKey Trademarks.

During the Term, Lifeguard may propose to TheKey, or TheKey may request Lifeguard to develop certain Enhancements or Additional Modules, such proposals or requests shall be submitted in writing to the other Party:

Upon receipt of such a proposal or request, the receiving Party shall evaluate the feasibility and potential impact of the proposed Enhancement or Additional Module. The Parties shall engage in good faith discussions to assess the technical and commercial aspects of such proposal or request. Any agreement to proceed with the development and implementation of an Enhancement or Additional Module including scope, cost, timeline, and responsibilities, shall be subject to mutual written consent by both Parties.

The Parties acknowledge that such Enhancements and Additional Modules shall be owned by . As such, hereby assigns and agrees to assign to all its rights, title and interest in and to such Enhancements and/or Additional Modules, and execute all documentation that may be required to ensure that all related rights vest in .

arranties

Lifeguard warrants that

uring the Term the Lifeguard Solution will perform materially and have the functionalities described in written documentation provided by Lifeguard to TheKey. If, during the Term, the Lifeguard Solution fails to comply with the warranty in this Section, Lifeguard shall, , supplement or adjust the Lifeguard Solution to bring it to the standard mentioned above.

EXCLUSIVITY AND NON-SOLICITATION

During the Term, except as otherwise expressly agreed in writing by the Parties, TheKey shall not, and shall cause its affiliates and each of its and their respective directors, officers, employees, agents or advisors and other representatives of the foregoingdirectly or indirectly engage in discussions or business endeavours with any service provider that offer a solution that is the same or similar to the Lifeguard Solution or that could replace the Lifeguard Solution in the context of the Combined Service Offering.

During the Term and for two (2) years following the expiration of the Term, agrees that it will not, without the prior written consent of , either directly or indirectly, solicit, recruit, or encourage any Personnel to leave their employment or engagement with such Party. For the purposes of this Section, “Personnel” means any employee who is employed by at the expiration of the Term.

indemnification and limitations of liability

Lifeguard Indemnification.

Lifeguard shall indemnify, defend, and hold harmless TheKey from and against any and all losses, damages, liabilities, and costs (“Losses”) incurred by TheKey resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that

the Lifeguard Solution or related documentation, or the use thereof infringes or misappropriates such third partys intellectual property rights.

If such a claim is made or appears possible, TheKey agrees to permit Lifeguard, at Lifeguard’s sole cost and expense, to (A) modify or replace the Lifeguard Solution or concerned documentation, or component or part thereof, to make it non-infringing, or (B) obtain the right for TheKey or TheKey Customers to continue use such items. If neither of these alternatives are possible notwithstanding Lifeguard’s reasonable efforts, TheKey may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to TheKey.

The indemnification obligations set forth in shall constitute the sole and exclusive remedy of TheKey for arising out of or related to any alleged infringement of third-party intellectual property rights set forth in this Section, and TheKey shall have no other claims against Lifeguard with respect to such infringement.

Each Party shall indemnify, defend and hold harmless the other Party and its affiliates from and against, any losses suffered, incurred or sustained by such Party or any of its affiliates or to which such Party or any of its affiliates becomes subject, resulting from, arising out of or relating to any third-party claim:

relating to the inaccuracy, untruthfulness or breach of any representation, covenant, or warranty made by the indemnifying Party in relation to the Commercial Arrangement

either Party shall be liable to the other for any indirect, special, incidental, or consequential damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, or any other similar damages, arising out of or related to this Agreement, regardless of the cause of action, whether in contract, tort, or otherwise, even if advised of the possibility of such damages. This exclusion shall apply notwithstanding any failure of essential purpose of any limited remedy provided herein.

Term and termination

The initial term of this Agreement shall be for () years from the Effective Date (the “Initial Term”). Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive terms of one (1) year each (each a “Renewal Term”, together with the Initial Term, the “Term”), unless Lifeguard provides written notice of its intention not to renew at least sixty (60) days prior to the expiration of the then-current term.

Prior to the expiry of the Term, a Party may also terminate this Agreement (“Terminating Party”) immediately without prejudice to any rights or recourses it may have in connection therewith, if:

the other Party hereto (the “Defaulting Party”) fails to fulfill any material obligation under this Agreement and such failure is not remedied by the Defaulting Party within thirty (30) Business Days of receipt of written notice from the Terminating Party with respect thereto; or

if the Defaulting Party makes an assignment for the benefit of its creditors generally, is declared bankrupt or files an assignment in bankruptcy or makes a proposal to its creditors or takes, or attempts to take, advantage of any legislation for the relief of bankrupt or insolvent debtors, or if a receiver, trustee, manager or any official having similar powers is appointed or assumes direction with respect to the Defaulting Party or any portion of its business affairs or property; or

any statement, certificate, representation or warranty given in or pursuant to this Agreement by the Defaulting Party proves to be at any time materially incorrect or false. In the event of expiration or earlier termination of this Agreement for any reason whatsoever, then: termination or expiration of this Agreement shall not affect any rights or obligations which have accrued at the time of termination.

Effect of termination

In addition to any other rights and obligations set forth herein, upon expiration or termination of this Agreement, TheKey shall promptly:

cease to represent itself as a provider of the Lifeguard Solution, and shall otherwise desist from all conduct or representations that might lead the public to believe that TheKey is authorized by Lifeguard to make available the Lifeguard Solution;

return to all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Confidential Information;

permanently erase all of Confidential Information from its computer systems; and

certify in writing to that it has complied with the requirements of this Section.

insurance

During the Term,

at its own expense, maintain and carry in full force and effect commercial general liability and error and omission insurance in a sum no less than [ ● ], per occurrence and [ ● ] in the aggregate with financially sound and reputable insurers.

Upon Lifeguard’s request, provide a copy of its certificate of insurance evidencing the insurance coverage specified in this Section.

provide Lifeguard with thirty (30) Business Days advance notice in the event of a cancellation or material change in its insurance policy.

MISCELLANEOUS

Independent Contractors. The Parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, employment, or fiduciary relationship. Neither Party can bind the other.

Waivers. A Partys failure or delay to act regarding a non-performance or non-exercise of a right under this Agreement does not waive that performance or right. A waiver is only effective if in writing and signed, and it applies only to the specific instance and purpose stated.

Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.

Successors and Assigns. This Agreement will bind and be for the benefit of a Party’s successors or permitted assigns.

Non-Assignment. Neither Party may assign or delegate any right or obligation under this Agreement without the prior written consent of the other Party.

Amendment. This Agreement may only be amended in writing signed by each Party.

Governing Law and Jurisdiction. This Agreement is governed by the laws of the province of and the federal laws of Canada applicable therein. Each Party irrevocably attorns and submits to the exclusive jurisdiction of the courts of Quebec, judicial district of Montréal, in any action, suit or proceeding arising out of or relating to this Agreement and waives objection to the venue of any such action, suit or proceeding in such court or any argument that such court provides an inconvenient forum.

Dispute Resolution. In the event of dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof (each, a Dispute), the Party seeking to settle the Dispute shall deliver notice (each, a Dispute Notice) of the Dispute to the other Party as follows:

The Party claiming the Dispute shall send the other Party a Dispute Notice in writing addressed to the signatories of this Agreement.

Once apprised of the Dispute, the Parties undertake to resolve any such Dispute amicably between themselves in good faith and using best efforts.

Despite best efforts to resolve the Dispute amicably, if the Parties are unable to resolve any Dispute within sixty (60) Business Days after delivery of the applicable Dispute Notice, either Party may file suit in a court of competent jurisdiction.

SIGNED on the date first mentioned above by duly authorized representatives of each Party.

SCHEDULES

Schedule A – Trademarks

Schedule B – Form of Terms of Service and Consents

Schedule C – Support

Schedule D – Service Escalation Protocol

Schedule E – Installation Timeframe

Schedule F – Form of Usage and Performance Analytics Reports

By: | LIFEGUARD HEALTH CANADA INC. | By: | HOME CARE ASSISTANCE (MONTRÉAL) INC. D.B.A THEKEY