2025-04-11_skoyanagi_Interim Commercial Agreement Lifeguard and TheKey(305047820.4).docx

INTERIM COMMERCIAL AGREEMENT

This interim commercial agreement (the “Agreement”) is effective as of [ ● ], 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, are 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 enter into an interim commercial arrangement prior to formalizing their arrangement in a master commercial agreement, in accordance with the terms and conditions hereof;

NOW, THEREFORE, intending to be legally bound, the Parties agree as follows:

Definitions

The following terms have the meanings ascribed below:

“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 4.1.5.

“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 15.3.1

“Fall Detection Module” means a module of the Lifeguard Solution having the following functionality: the 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.

“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.

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

“Lifeguard Trademarks” means the trademarks or tradenames appearing in Schedule A hereto.

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

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

“Personnel” has the meaning set forth in Section 13.3.

“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 and during the Term, 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 (both individually and collectively, “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 E (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 one Business Day 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 one Business Day 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. The Parties shall endeavour not changing their respective CSO Managers during the Term, if required.

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 response protocol, set out in Schedule D (the “Response Protocol”).  The Parties agree that Lifeguard personnel will present themselves as a part of TheKey personnel when interfacing with TheKey Customers.

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

Lifeguard shall arrange for and schedule the removal of the Hardware in the homes of the concerned TheKey Customer. TheKey shall use best efforts to facilitate scheduling of the Hardware removal and access to the homes of the concerned TheKey Customers.

Roles and responsibilities

TheKey’s Role and Responsibilities. During the Term, 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 business practices, in each case using its commercially reasonably efforts to maximize the sales volume of the Lifeguard Solution;

execute a marketing plan with Lifeguard sufficient to fulfil its obligations under this Agreement; such marketing plan shall be revised at least on an annual basis, or more frequently if deemed appropriate or necessary by the Parties;

observe all of Lifeguard’s reasonable directions and instructions in relation to the marketing, advertising and promotion of the Combined Service Offering, to the extent that these marketing materials, advertisements or promotions refer to the Lifeguard Solution;

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 reasonably 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 who 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 participating in the Combined Service Offering signs a privacy consent, as required and substantially in the form appearing in Schedule B hereto, to the extent such signature is required by law.

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

promptly notify Lifeguard of, and cooperate with Lifeguard to 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;

in relation to the collection and processing of any TheKey Customers personal information, develop and implement all necessary framework, and obtain all necessary consents to ensure the use of the Lifeguard Solution as part of the Combined Service Offering is compliant with privacy laws, regulations, and industry standards in function of the province that the Combined Service Offering is being rendered in the Territory;

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 a reasonable time after  the end of the month and when accurate information is available to TheKey, submit to Lifeguard complete and accurate monthly reports of: (i) sales of the Lifeguard Solution to TheKey Customers along with the concerned customer identifiers; and (ii) if TheKey is unable to Onboard less than 90% of TheKey Customers existing on the Effective Date, details of all rejected offers for the Combined Service Offering (in whole or in part), the concerned Lifeguard Solution module that was rejected, and brief reasoning for the rejection (if available), in 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 in accordance with Article 6.

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

configure, install, operate, maintain, and as necessary, uninstall, 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;

ensure its staff present themselves as TheKey personnel when interacting with TheKey Customers and otherwise;

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);

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;

approve or reject, in its reasonable discretion, any promotional information or material in relation to the Lifeguard Solution submitted by TheKey for Lifeguard’s approval within five (5) Business Days of receipt;

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;

Lifeguard shall use commercially reasonable efforts to ensure that the Lifeguard Solution forming part of the Combined Service Offering is provided on a consistent and reliable basis. The uptime of the Lifeguard Solution is at least 97.5% Notwithstanding the foregoing, Lifeguard shall not be responsible for service interruptions or failures of the Lifeguard Solution resulting from factors beyond its reasonable control, including but not limited to disruptions caused by internet service providers, power outages, acts of God, natural disasters, or other force majeure events;

provide prompt updates to TheKey and affected TheKey Customers in the event of Hardware failure or a system-level issue that impacts data capture and affects the overall capabilities of the Lifeguard Solution;

maintain books, records and accounts of all transactions and activities covered by this Agreement and permit full examination thereof by TheKey, to the extent permitted by law; and

not change suppliers or manufacturers for the Hardware during the Term without first obtaining consent from TheKey, which consent shall not be unreasonably withheld. Such request for confirmation will contain the identity and all relevant details about the proposed new supplier or manufacturer. The Parties acknowledge that the requirement to obtain such consent may differ in the subsequent commercial agreement between the Parties.

No later than April 15, 2025, retain the services of a service provider that will be legally authorized to contact emergency services as and when needed pursuant to the Response Protocol in Schedule D.

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 that are: (i) contained in a written documentation provided by Lifeguard to TheKey or  (ii) contained in advertisements or statements made by Lifeguard to the general public, or (iii) which constitute representations, conditions, warranties, guarantees, indemnities, similar claims, or other commitments required by law, including consumer protection laws;

Notwithstanding anything to the contrary in this Agreement, neither Party nor its personnel shall:

engage in any unfair, competitive, misleading or deceptive practices as regards, the other Party, its trademarks, products or services;

register or apply for registrations, anywhere in the world, for a trademark that is identical or confusingly-similar to one of the other Party’s trademarks; and

challenge any right, title or interest of the other Party in or to its intellectual property rights or make any claim or take any action adverse to that Party’s ownership of its intellectual property rights or any derivatives or improvements thereto.

Audit

Lifeguard’s CSO Manager 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 the CSO Manager 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. The verification shall be conducted by an independent auditor licensed to do business in Quebec and at least five years of experience practicing as an auditor. The auditor must not be paid on a contingency basis or other results-based method of payment.

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, the Parties may agree, from time to time, that 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 by the responsible party, 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; and

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.

The Parties agree that the Fees shall be subject to an automatic annual adjustment based on changes in the Consumer Price Index (CPI), as published by Statistics Canada, provided that no increase shall be more than 5% per year, and that any price adjustment shall become effective no earlier than the date on which notice of the increase is provided by Lifeguard to TheKey, and that notice must be accompanied by a copy or hyperlink to the Statistics Canada CPI publication upon which the price increase is based.

If the Parties enter into a subsequent master commercial agreement, the Parties acknowledge that they will negotiate in good faith Fee increase mechanism.

All Fees are exclusive of all sales, use and excise taxes. TheKey shall be responsible for all charges, duties, tariffs, costs and taxes provided that Lifeguard shall not be responsible for taxes in relation to its revenue or payroll.

Lifeguard shall issue monthly invoices to TheKey indicating the number of Wifi Sensing Module and Fall Detection Module subscriptions Onboarded or active in the previous month and the total Fees and applicable taxes payable accordingly. TheKey shall pay all invoiced amounts due to Lifeguard within forty-five (45) days from the TheKey’s receipt of the invoice, TheKey shall make all payments in United States dollars (USD) by wire transfer and in accordance the wire instructions provided by Lifeguard to TheKey under separate cover.

Except for invoiced payments that TheKey has in good faith disputed, TheKey shall pay interest on all late payments, at the rate of 1.5% per month. TheKey shall not be permitted to set off or deduct any amount owed to it by Lifeguard under this Agreement. All payments due to Lifeguard by TheKey under this Agreement shall be made in full without any deduction or withholding for any reason, including but not limited to any alleged setoff, counterclaim, or dispute.

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 Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information, and shall not use the Confidential Information other than as required for the receiving Party to perform its obligations under this Agreement.

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 Party’s 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 Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed.

Each Party’s obligations of non-disclosure and non-use with regard to Confidential Information are effective as of the Effective Date and continue in perpetuity notwithstanding the expiry or termination of this Agreement for any reason.

intellectual property

As between the Parties, and subject to section 11.2, 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, Lifeguard 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. Lifeguard hereby grants TheKey a limited, non-exclusive, royalty-free license to use such reports only for optimizing 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.

For the Term, TheKey hereby grants to Lifeguard a limited non-exclusive, non-transferable, royalty-free, non-sublicensable right to use the TheKey Trademarks in marketing and training materials destined for TheKey personnel. For any use of TheKey Trademarks in any material destined to the public shall be subject to an approval process whereby TheKey shall have to approve the use of TheKey Trademarks in writing within a reasonable timeframe.

For the Term, Lifeguard hereby grants to TheKey a limited non-exclusive, non-transferable, royalty-free, non-sublicensable right to use the Lifeguard Trademarks only in connection with the Combined Service Offering in the Territory subject to the following:

TheKey may only use the Lifeguard Trademarks in the following format “Powered by Lifeguard.”, if accompanied by the following notices: “Under license from Lifeguard Health Canada Inc.”, or their equivalents in other languages.

Lifeguard has no obligation to register, maintain or enforce the Lifeguard Trademarks or the rights associated therewith.

TheKey agrees to strictly adhere to all trademark usage guidelines provided by Lifeguard. These instructions may be updated by Lifeguard from time to time, and the TheKey shall comply with any such updates promptly upon receipt.

TheKey shall not modify, alter, or use the Lifeguard Trademarks in any other way without the prior written consent of Lifeguard.

TheKey agrees not to use the Lifeguard Trademarks in any manner that could (i) cause confusion or dilute its distinctiveness or reputation; or (ii) disparage or defame Lifeguard or its affiliates or any of their products or services.

TheKey agrees to maintain the quality and integrity of the Lifeguard Trademarks, and acknowledges that Lifeguard may, from time to time, request access to TheKey’s materials bearing the Lifeguard Trademarks to ensure compliance with the terms of this Section 11.5.

Representations and Warranties

Lifeguard represents and warrants that:

During the Term, the Lifeguard Solution will perform materially and have the functionalities described in written documentation provided by Lifeguard to TheKey at the relevant time. If, during the Term, the Lifeguard Solution fails to comply with the warranty in this Section, Lifeguard shall, in addition to all other remedies available at law, supplement or adjust the Lifeguard Solution to bring it to the standard mentioned above.

During the Term, the Lifeguard Solution and Lifeguard’s services performed as part of the Combined Service Offering shall be in full compliance with applicable laws of the Territory.

Lifeguard’s signature of this Agreement is not a breach of any other agreement, contract, or obligation to which Lifeguard was subject on the day that it signed this Agreement.

EXCEPT FOR THE WARRANTIES SET FORTH ABOVE AND THE RELEVANT PROVISIONS OF ARTICLE Article 14, THE LIFEGUARD SOLUTION IS PROVIDED “AS IS” AND LIFEGUARD HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE AND THE RELEVANT PROVISIONS OF ARTICLE Article 14, LIFEGUARD SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

EXCLUSIVITY AND NON-SOLICITATION

During the Term, except as otherwise expressly agreed in writing by the Parties, Lifeguard 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 foregoing to not, directly or indirectly engage in discussions or business endeavours which would involve providing the Lifeguard Solution to any entity not controlled by or under common control with TheKey in the Territory.

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 foregoing to directly 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, each Party agrees that it will not, without the prior written consent of the other Party, either directly or indirectly, solicit, recruit, or encourage any of the other Party’s Personnel to leave their employment or engagement with such Party. For the purposes of this Section, “Personnel” means any employee who is employed by a Party during the Term or at the expiration of the Term. The Parties agree that the posting of a job offer which is open to the general public does not constitute solicitation of the other Party’s Personnel.

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, including reasonable legal fees, expert fees, and other litigation-related disbursements (“Losses”) incurred by TheKey resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that results from:

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

material actions or omissions of Lifeguard in breach of this Agreement, including any failure or alleged failure to comply with the Response Protocol or Service Escalation Protocol.

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 14.1.1 and 14.1.2 shall constitute the sole and exclusive remedy of TheKey for Losses 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.

Apart from indemnification obligations arising under this Article 14, breach of confidentiality obligations under Article 10, and Lifeguard’s obligation to pay Fees under Article 9, neither 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 term of this Agreement shall be from the Effective Date until July 1, 2025 (the “Term”).

Following the Term, the Parties shall enter into a master commercial agreement outlining the terms of their commercial arrangement on a longer term basis effective July 1, 2025.

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

(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 (including for greater certainty, the Companies’ Creditors Arrangement Act), 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 if a bankruptcy petition is filed against the Defaulting Party and not dismissed within 10 Business Days of filing; 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 or Lifeguard (as the case may be) shall promptly:

in the case of TheKey, 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;

in the case of Lifeguard, cease to represent itself as a supplier to TheKey or as a participant in the Combined Service Offering, and shall otherwise desist from all conduct or representations that might lead the public to believe that Lifeguard is affiliated with Lifeguard in any way;

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

permanently erase all of the other Party’s Confidential Information from its computer systems; and

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

Lifeguard shall cooperate with TheKey to safely transition TheKey Customers to alternative arrangements to the Combined Service Offering, including maintenance of the Combined Service Offering for TheKey Customers who received the Combined Service Offering prior to termination of this Agreement.

No sooner than two (2) Business Days following the completion of the Parties obligations under 16.1.6:

Lifeguard shall deactivate the Lifeguard Solution for all TheKey Customers; and

at Lifeguard’s sole cost and upon the schedule set forth thereby, Lifeguard shall arrange for and schedule the removal of the Hardware in the homes of TheKey Customers. TheKey shall collaborate with this process.

insurance

During the Term, TheKey shall:

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 3 million dollars, per occurrence and 5 million dollars 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.

During the Term, Lifeguard shall:

at its own expense, maintain and carry in full force and effect commercial general liability insurance with a coverage value of 3 million dollars in the aggregate and 1 million dollars per occurrence and issued by financially sound and reputable insurers licenced to do business in Quebec.

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

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

For greater certainty, Lifeguard acknowledges that its obligation to obtain and maintain insurance coverage as provided herein is a material obligation of this Agreement.

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 Party’s 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 therein.

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 and its Schedules 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 Quebec and the federal laws of Canada applicable therein, without regard to conflict of law principles. 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.  However, a suit may be filed in a court of competent jurisdiction if suit seeks injunctive relief.

Language. The Parties confirm that they wish for this Agreement, as well as any other documents relating to this Agreement, including notices, schedules and authorizations to be drafted in English only. Les signataires confirment leur volonté que la présente convention, de même que tous les documents s’y rattachant, y compris tout avis, annexe et autorisation, soient rédigés en anglais seulement.

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

SCHEDULES

Schedule A – Trademarks

The “Lifeguard” tradename and word mark.

and all other variations conveyed or authorized by TheKey during the Term.

The “TheKey” tradename and word mark.

The LIVEWELL and LIVEWELL CARE MANAGEMENT word marks.

Schedule B – Form of Terms of Service and Consents

To be provided under separate cover.

Schedule C – Support

N/A.

Schedule D – Response Protocol and Service Escalation Protocol

In the advent of a Trigger Event, the Parties shall follow the following response protocol, as amended and supplemented by the Parties from time to time in writing, as required during the Term (the “Response Protocol”). For clarity, the Parties agree that Lifeguard personnel will present themselves as a part of TheKey personnel when interfacing with TheKey Customers:

Unless otherwise instructed by TheKey or by TheKey Customer, Lifeguard’s alert center will place calls to the following persons:

A first call will be placed by Lifeguard to TheKey Customer: (A) Within 15 minutes of the Lifeguard alert center receiving an inactivity notification; or (B) within 15 minutes of the Lifeguard alert center receiving a fall notification that is not followed by subsequent motion, unless (in either case), the TheKey Customer has asked for a shorter or longer period. For clarity, the Parties agree that Lifeguard will not place any call to TheKey Customer or their designated contacts where there is significant upright motion detected following the fall.

If Lifeguard has information on file that there is a TheKey caregiver onsite for that TheKey Customer, and if Lifeguard has the contact information for that caregiver, then Lifeguard shall call the caregiver within 2 minutes after the unsuccessful attempt to reach the TheKey Customer. If there is no caregiver, or if Lifeguard does not have the relevant contact information, it shall proceed directly to step 2.

If Lifeguard cannot reach the TheKey caregiver, or if the call to TheKey caregiver does not result in a resolution of the situation within 10 minutes, Lifeguard will call the TheKey Customer’s emergency contact within 2 minutes of completing the call with TheKey.

If the call to the TheKey Customer’s emergency contact does not result in a resolution of the situation, Lifeguard will call emergency services. For clarity, this option will only be available once Lifeguard establishes an arrangement pursuant to clause 4.2.16 with a service provider that will be legally authorized to contact emergency services as and when needed.

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.

If the Lifeguard alert center is unable to contact the TheKey Customer or their designated contact(s) to administer the appropriate response per the Service Escalation Protocol, or to confirm that there is no follow up required following a Trigger Event, it will contact TheKey using the following method and contact information. TheKey will then proceed with investigation and/or escalation, as required and pursuant to the Service Escalation Protocol:

TheKey customer service representative information; phone number; email to be provided to Lifeguard under separate cover.

Once the treatment of a Trigger Event is escalated to TheKey pursuant to the Service Escalation Protocol, Lifeguard shall have no further responsibility to investigate or escalate such Trigger Event.

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