--00000000000077b08e063259951d Content-Type: multipart/alternative; boundary="00000000000077b08d063259951b" --00000000000077b08d063259951b Content-Type: text/plain; charset="UTF-8" Content-Transfer-Encoding: quoted-printable ---------- Forwarded message --------- From: Nathanial Findlay Date: Wed, Apr 9, 2025 at 7:44=E2=80=AFAM Subject: FW: Lifeguard and TheKey To: skoyanagi@thekey.com , Timothy Thomas Hi Steve and Tim , Enclosing the items we can discuss and finalize on the call this afternoon . We will have the UP time section completed before the call .. Best regards, Nat *From: *Chakraborty, Jyoti *Date: *Tuesday, April 8, 2025 at 5:56=E2=80=AFPM *To: *Nathanial Findlay *Cc: *Steven Ferguson , Meighen Fitzpatrick , Vigneault, Genevi=C3=A8ve , Allard, Pierre *Subject: *RE: Lifeguard and TheKey Hi Nat, Ahead of our call with TheKey tomorrow. here is a revised version of the agreement based on our discussion this morning that has been reviewed by Genevieve. In order to facilitate the discussion tomorrow, here is the list of outstanding items and status that you can send TheKey along with the current draft and compare: *Discussion Items * *Status * *Comments* *Modification of agreement from Master Commercial Agreement to an interim paid pilot project agreement * - Reflected in the current draft. *Uptime/SLA (Section 4.2.12)* Lifeguard is obtaining input and will revert with % of uptime. To be included once information is obtained. *Supplier Change (Section 4.2.15)* TheKey requested validation prior to change. This was accepted by Lifeguard= . Reflected in the current draft. *Installation Fees (Section 9.1.3)* The TheKey opposed to this and Lifeguard is in agreement to remove. Reflected in the current draft. *Automatic Price Increase/Client Increase (Section 9.4)* Lifeguard is ok with keeping it to CPI only for now but would like to revisit a price increase mechanism in the subsequent Master Commercial Agreement. Reflected in the current draft. *Intellectual Property Enhancements (Section 11.6)* Removed the concept of Enhancements and Additional Modules for now but Lifeguard would like to revisit this in the subsequent Master Commercial Agreement. Reflected in the current draft. *Exclusivity (13.1-13.2)* Exclusivity for TheKey integrated in this version only for the term of this interim agreement. Reflected in the current draft. *Response Protocols (Schedule D)* Schedule D to be discussed by operational team members on the call tomorrow to ensure that language is aligned with business discussions. Not finalized in the current draft and will be adjusted following the call. Please let me know if you have any questions or wish to discuss. Thanks, Jyoti *Jyoti Chakraborty* Avocate | Lawyer T. +1-514-397-4573 | C. +1-514-206-7817 | F. +1-514-397-8515 vCard | bcf.ca [image: Image removed by sender. BCF] BCF Avocats d=E2=80=99affaires | BCF Business law Montr=C3=A9al : 25e =C3=A9tage, 1100 boul. Ren= =C3=A9-Levesque Ouest, Montr=C3=A9al (Qu=C3=A9bec) H3B