LEGAL_1:38669944.6
STANDARD TERMS AND CONDITIONS (CANADA)
1. TERMS OF AGREEMENT. These terms and conditions,
the Purchase Order to which these terms and conditions are
attached, and any specifications, exhibits, instructions,
drawings, and other written attachments to the Purchase
Order constitute the entire and exclusive agreement
(collectively the “Agreement”) between Buyer and Seller for
the purchase of the Products and Services described in the
Purchase Order. This Agreement supersedes all prior and
contemporaneous oral and written communications relating
to the same Products or Services described in the Purchase
Order. Any terms or conditions contained in any invoice or
other document Seller submits to Buyer with respect to the
transaction shall be ineffectual, null and void, and at all
times the terms of this Agreement shall control.
Notwithstanding the foregoing, if there is a written master
agreement executed between Buyer and Seller covering the
procurement of the Products or Services described in the
Purchase Order, the terms of such master agreement will
prevail over any inconsistent or conflicting terms in this
Agreement.
2. DEFINITIONS. “Claims” means any or all of the
following: claims, liabilities, damages, penalties, personal
injuries, losses, judgments, costs, or expenses (including
reasonable fees of counsel and expenses and other legal
costs, in each case on a full indemnity basis), including
without limitation those related to the injury or death of
persons and the damage or destruction of property.
“Products” means the goods to be purchased by Buyer as
specified in the Purchase Order. “Services” means the
services that Seller is to perform for Buyer as specified in
the Purchase Order. “Affiliate” in relation to any entity
(which includes a limited partnership or a joint venture),
means any other entity which directly or indirectly controls,
is controlled by, or is under common control with such
entity, and the word “controls” means (i) the ability, directly
or indirectly, to effect the direction of the management or
policies of the entity, or (ii) holding, whether directly or
indirectly as owner or other beneficiary, securities or
ownership interests sufficient to elect or appoint 50% or
more of the individuals who are responsible for the
supervision or management of such person, whether direct or
indirect and whether through the ownership of securities or
ownership interest or by contract, trust, or otherwise. “Buyer
Indemnified Parties” means (a) Buyer and its Affiliates (and
the Buyer’s limited partners where Buyer is a limited
partnership), (b) the owner of the wind farm project (if such
owner is not the Buyer) for which the Products or Services
are intended to be used and its Affiliates (and such owner’s
limited partners where such owner is a limited partnership),
(c) those for whom Buyer may act as agent, and (d) each of
the respective directors, officers, shareholders, employees of
any of the entities referenced in subsections (a) to (c) above
inclusive.
3. PRICES. Seller represents that the prices and other material
terms reflected in this Agreement are the same as or better
than those offered to any other customer of Seller for similar
goods and/or services purchased in similar quantities.
4. INVOICES AND TAXES. Invoices must contain the
following information (when applicable): material number,
description of the Products and/or Services, quantities, unit
price, freight charges, any holdback retained pursuant to
Section 23, and totals. Seller will issue an invoice within
ten (10) days following the end of the month in which the
Products or Services are delivered. Buyer shall have no
liability for payment of any invoices which are not issued
within the foregoing time requirement. Each invoice will be
due and payable thirty (30) days following its receipt by
Buyer, subject to holdback if applicable.
Seller is responsible for all taxes, duties, tariffs, fees,
imposts, levies, charges (including customs duties and
import charges), and other costs whatsoever, other than any
applicable Sales Taxes. To the extent that applicable laws in
Canada require Seller to collect from Buyer any sales, use,
service, value added, goods and service, or harmonized sales
taxes with respect to any Products or Services provided by
Seller under this Purchase Order (collectively, “Sales
Taxes”), then (1) Seller shall reflect such Sales Taxes
separately other amounts stated on the invoice and Seller
shall comply with all invoicing disclosure requirements
including those prescribed by the Input Tax Credit
Information (GST/HST) Regulations under the Excise Tax
Act (Canada), and any other applicable law in Canada, (2)
Buyer shall pay Seller the Sales Taxes that are legally
payable by Buyer as reflected on such invoice or Buyer may
contest such amount if Buyer believes the payment of any
such tax would be in error, and (3) Seller shall pay and remit
all applicable Sales Taxes to the appropriate taxing authority
in a timely fashion and shall indemnify and hold Buyer
Indemnified Parties harmless from any failure by the Seller
to collect, remit or pay such Sales Taxes. Seller represents
that, for purposes of the Excise Tax Act (Canada) (the
“ETA”), Seller is not a non-resident of Canada, is carrying
on business in Canada, and is registered pursuant to Part IX
of the ETA. If Seller is no longer registered under Part IX of
the ETA or becomes a non-resident of Canada under the
ETA, Seller shall promptly notify Buyer of such status
change and shall comply with the ETA in respect of such
non-residency status.
Notwithstanding anything else contained herein, if any
amounts (including, without limitation, any taxes) are
required by applicable laws in Canada to be deducted,
withheld, and/or remitted by Buyer from any amount
payable to or for the benefit of the Seller pursuant to this
Agreement, Buyer shall be entitled to withhold, deduct, and
remit such amounts from any payments otherwise owing to
Seller under this Agreement.
5. PACKAGING AND PACKING. All Products must be
suitably packaged and prepared for shipment in accordance
with best commercial practices. Packing lists should

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accompany all Products and shall include the Purchase
Order number and, when applicable, a description and the
quantity of items shipped. Buyer shall advise Seller in
writing, within ten (10) days of date of discovery, of any loss
or damage or defect resulting from inadequate or improper
packaging or packing. Seller shall be solely responsible for
any such losses, damages, or defects.
6. SHIPPING. If Seller is responsible for shipping, Seller shall
ensure that the Products are transported safely, within the
time required, and at the lowest transportation cost in
compliance with the requirements of carriers and of Buyer,
all as set forth in the Purchase Order, and Seller shall be the
“importer of record” for all items relating to the Products or
Services. Buyer shall advise Seller in writing, within ten
(10) days of date of discovery, of any loss, damage or defect
resulting from the shipping of Products. Seller shall be
solely responsible for any such losses, damages, or defects.
7. DELIVERY. Time is of the essence in Seller’s performance
of its obligations under this Agreement. If Seller is
responsible for shipping, Seller shall immediately notify
Buyer of any anticipated or potential delay in the delivery
date. In addition to any other rights or remedies, Buyer may
cancel all or any part of this Agreement for Seller’s failure to
deliver in strict accordance with the delivery terms set forth
in the Purchase Order. Delivery shall not be deemed to be
complete until the items have been received and accepted by
Buyer. Title to Products shall transfer to Buyer upon the
earlier of payment (less any applicable holdback) or actual
delivery to Buyer at the destination point designated on the
Purchase Order. Notwithstanding the foregoing, risk of any
and all loss or damage to Products shall remain with Seller
until actual delivery to Buyer at the destination point
designated on the Purchase Order, subject to receipt and
acceptance by Buyer and the right of Buyer to advise Seller
of any loss, damage, or defect under Section 6.
8. CHANGES. Buyer may at any time request changes in
writing including but not limited to changes in the
specifications, packing, shipment means, quantities, delivery
time, and delivery place. If any such change causes a
decrease in the costs or time required for performance, Seller
shall immediately notify Buyer, and such decrease shall be
for Buyer’s account. Any claim for an equitable or other
increase under this clause is waived unless asserted in
writing within five (5) days from Seller’s receipt of change
request from Buyer. No changes, adjustments, revisions, or
modifications to this Agreement shall be valid unless in
writing and signed by an authorized representative of Buyer.
9. WARRANTY. Seller warrants that all Products and
Services delivered pursuant to this Agreement shall (a)
strictly conform with all applicable standards and
specifications described in the Purchase Order (including
without limitation information on functional performance,
material content, size, appearance, etc.), (b) be free from all
defects in workmanship and material, including latent
defects, (c) be free from defects in design and suitable for
their intended purpose, (d) be performed in accordance with
good engineering and operating practices using the skill,
care, integrity and diligence as would reasonably and
ordinarily be expected to be exercised by a prudent and
established operator of the project for which the Products
and Services are intended to be used, and (e) be free and
clear from all claims, security interests, hypothecs, liens, or
encumbrances of any kind. This warranty, and all other
warranties of the Seller pursuant to this Agreement and any
express or implied warranties arising under applicable laws,
shall survive inspection, delivery, and payment, shall
automatically run to Buyer and its successors, assigns,
customers, and the users of the Products, and shall not be
deemed to be exclusive. If Buyer notifies Seller that the
Products or Services do not conform with any such
warranties, then Buyer (in addition to any or all other rights
under this Agreement or at law) may, at its option: (i) reject
and return them at Seller’s expense and obtain a full refund
of any monies paid, (ii) require Seller, within the time period
specified by Buyer, to make and complete all necessary
repairs, replacements, or adjustments to correct such
nonconformity at Seller’s expense, and/or (iii) correct or
have corrected such nonconformity, using the Buyer’s own
forces or through other consultants or contractors, at Seller’s
expense. Seller shall also promptly reimburse Buyer for all
costs and expenses incurred by Buyer as a result of a breach
of any of these warranties.
10. SERVICES AND INTANGIBLES. Unless otherwise noted
in this Agreement, any items, materials, data, information
and intellectual property developed or created by Seller in
the fulfillment of Products or Services ordered under this
Agreement (“Work Product”) is owned by the Buyer and all
right, title, and interest, including without limitation
copyright interest, shall belong exclusively to Buyer. Seller
does hereby assign, and agrees to assign, all right, title and
interest to such Work Product, and the intellectual property
rights therein, to Buyer, and shall obtain similar assignments
from any employees, agents and/or subcontractors involved
in the creation or development of such Work Product.
Notwithstanding the foregoing, Buyer acknowledges that the
Seller remains the owner of all of the Seller’s intellectual
property in existence prior to the date of the Purchase Order
and any improvements to such existing intellectual property
developed or created during the course of the this Agreement
(collectively, “Seller Background IP”). Seller grants to
Buyer a fully paid, non-exclusive, worldwide, transferable
(with the right to assign and sub-license), royalty-free,
irrevocable, perpetual licence of the Seller Background IP to
use, make, have made, import and export any of the Seller
Background IP to the extent necessary for Buyer to fully
enjoy and exploit the Products or Services ordered under this
Agreement. Seller shall obtain similar licenses from any
employees, agents and/or subcontractors involved in the
creation or development of such Seller Background IP.
Seller warrants that it has the right and unrestricted ability to
assign the rights to the Work Product and to license the
Seller Background IP, and that the Work Product and Seller
Background IP, and Buyer’s use of the Work Product and

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Seller Background IP, does not and will not infringe upon,
pass off, or violate any third party’s intellectual property
rights or any other proprietary rights. Seller agrees to
indemnify and hold Buyer Indemnified Parties harmless
from and against any and all Claims resulting from any
actual or alleged infringement.
11. COMPLIANCE WITH LAW. Seller warrants that it has
and will render all goods, services, and obligations required
under this Agreement in strict compliance with all applicable
federal, provincial, and local laws, rules, regulations, codes,
and orders in Canada and the United States of America
including without limitation the Canadian Corruption of
Foreign Public Officials Act, the American Foreign Corrupt
Practices Act, and all other applicable laws. Seller hereby
agrees to indemnify and hold the Buyer Indemnified Parties
harmless for any and all Claims incurred by Buyer
Indemnified Parties directly or indirectly arising from any
failure of Seller to comply fully with the requirements of this
Agreement or any applicable law, rule, regulation, code, or
order, or for any Claim related to the use of any Products or
Services supplied to Buyer by Seller under this Agreement.
Seller shall provide certifications of such compliance and
sufficient data to support such certifications, either generally
or specifically, promptly upon request of Buyer. Without
limiting the generality of the foregoing, Seller warrants that
all Products supplied to Buyer shall comply with all federal,
provincial, and local hazardous substance and consumer
product health and safety laws and regulations.
12. CONFIDENTIALITY. If Buyer (or an Affiliate of Buyer)
and Seller have entered into a Non-Disclosure Agreement
(“NDA”) which covers disclosure of confidential
information, then the confidentiality obligations of the NDA
shall be automatically deemed to be incorporated by
reference into this Agreement and with a term that shall run
until the later of: (i) two years after completion of Seller’s
obligations under this Agreement, and (ii) the term of the
NDA. If there is no NDA as contemplated in the previous
sentence, Seller shall keep all information, data, documents,
and other items provided by Buyer, including all proprietary
rights embodied therein, (“Confidential Information”)
confidential and secret, and shall not now nor hereafter
disclose such Confidential Information to any person or
entity without the express written consent of Buyer.
Confidential Information also includes the existence of this
Agreement and its terms. Seller shall not use, disclose, or
reproduce Confidential Information for any purpose except
as necessary for the performance of work under this
Agreement. Upon the earlier of Buyer’s written request or
completion of this Agreement, Confidential Information
shall be disposed of or returned to Buyer promptly and in
accordance with Buyer’s written instructions. Nothing
contained in this Agreement shall be construed as granting
or conferring any rights by license or otherwise in any
proprietary and/or confidential information disclosed to
Seller. Any information furnished by Seller to Buyer in
connection with this Agreement shall not be deemed to be
confidential information and shall be acquired free from any
restriction as part of the consideration for this Agreement,
unless otherwise agreed upon in writing by the parties.
Seller acknowledges that it is aware that (a) the Confidential
Information being furnished to it contains material, nonpublic information regarding Buyer and/or its Affiliates, and
(b) securities laws of the United States of America and
Canada prohibit any persons who have material, nonpublic
information concerning the matters which are the subject of
this Agreement, from purchasing or selling securities of a
company using such information or from communicating
such information to any person (including its Affiliates)
under circumstances in which it is reasonably foreseeable
that such person is likely to purchase or sell such securities
in reliance upon such information. Seller further confirms
that it has in place internal information protection
mechanisms to prevent unauthorized use of the Confidential
Information.
13. ASSIGNMENT/SUBCONTRACTING. Seller may not
assign any of its rights or delegate any of its obligations
under this Agreement, whether voluntarily or involuntarily
or by operation of law or merger or in any other manner,
without the prior written consent of Buyer. Seller shall not
enter into a subcontract for any part of this Agreement,
without Buyer’s written consent. However, Seller is not
prohibited from purchasing standard commercial articles,
raw materials, or other supplies specified in this Agreement
if these are typically purchased by Seller in the normal
course of business. Notwithstanding the foregoing, this
Agreement shall inure to the benefit of and be binding upon
the parties and their respective successors and permitted
assigns. Buyer may assign this Agreement or any of its
interests hereunder in whole or in part to any entity, without
the consent of Seller, and provided that such assignee agrees
to assume the obligations and liabilities of Buyer hereunder,
Seller agrees that Buyer is fully and finally released from
such obligations and liabilities. In addition, Buyer may
assign this Agreement to any lender or equity investor
providing any financing (development, construction or
permanent) in respect of any project or projects owned by
Buyer or any of its Affiliates, provided that any such
assignment to any such lender or equity investor shall not
release Buyer from its performance obligations hereunder.
Seller shall cooperate with Buyer with respect to any
assignment by Buyer under this Section 13, including by
executing any documentation required by Buyer including a
consent to collateral assignment on standard market terms if
so requested by Company.
14. TERMINATION. Buyer may terminate this Agreement for
any or no reason, upon written notice to Seller. Upon
receiving such notice, Seller shall immediately comply with
its terms and take all reasonable steps to avoid incurring any
additional costs under the terminated Agreement. Buyer’s
sole liability to Seller shall be for items completed and
delivered to Buyer in accordance with the terminated
Agreement and for Seller’s reasonable costs to the date of
termination, such costs being solely attributable to the

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terminated Agreement and not being recoverable from other
sources. No allowance shall be made for any overhead costs
or anticipated profits. Buyer shall have no further payment
obligations or liabilities in connection with any termination.
15. DEFAULT. If (a) Seller fails to perform or make delivery
pursuant to this Agreement when applicable, (b) the
Products or Services do not conform to the standards,
specifications, or other contractual requirements, or (c) in
Buyer’s reasonable opinion, Seller’s ability to perform is
endangered or impaired, then Buyer may, at its sole option,
provide notice and a ten (10) day period within which Seller
may cure such defaults. If Seller fails to cure the default
Buyer may terminate the Agreement for cause, and Buyer’s
rights as set forth herein shall be in addition to Buyer’s other
rights in the event of Seller’s default, and Buyer shall be
entitled to pursue any and all remedies available at law or in
equity. Failure of Buyer to insist on strict performance shall
not constitute a waiver of any of the provisions of this
Agreement or waiver of any other default of Seller.
16. INDEMNIFICATION. Seller agrees to indemnify and hold
the Buyer Indemnified Parties harmless from (a) any and all
Claims arising from the Products or their use, the Services,
or the actions or omissions of Seller, its agents,
subcontractors, suppliers or employees, or (b) any Claims
arising from any breach by Seller of the terms of this
Agreement, including without limitation any express or
implied warranties or representations. Further, Seller shall
indemnify and hold Buyer Indemnified Parties harmless for
any injuries occurring to Seller’s agents, subcontractors,
suppliers or employees arising out of or in connection with
Seller’s performance of obligations under this Agreement.
17. INSURANCE. During the term of this Agreement and for a
period of at least two years after completion of Seller’s
obligations hereunder, Seller shall maintain general liability,
automobile liability, property damage, umbrella or excess
liability ($1,000,000 umbrella/excess liability limit), and
worker’s compensation and employer’s liability insurance
with reputable and financially sound insurance carriers.
Such insurance shall be sufficient to protect Buyer from any
claims under any applicable law, statute, or regulations.
Seller will name Buyer, the owner(s) of the project(s) as
identified by the Buyer, and their respective Affiliates as
additional insureds and provide an insurance certificate to
Buyer from time to time upon request evidencing the
placement of all coverages required to have been obtained
by it under this Section. Seller’s policies of insurance will
include a waiver of subrogation in favour of Buyer.
18. INDEPENDENT CONTRACTOR. Nothing in this
Agreement is intended to, or does, create any joint venture,
partnership, agency, or similar relationship between Buyer
and Seller, other than a buyer and seller relationship. Seller
shall not be, and is not authorized to represent itself as an
agent or representative of Buyer for any purpose.
19. MODIFICATION/WAIVER. Except as allowed under
Section 8, no waiver or modification of this Agreement shall
be effective unless in writing and signed by both of the
parties hereto. Failure of either party to enforce its rights
shall not constitute a waiver of such rights or any other
rights. Acceptance of notices of delay or other changes in
terms will not constitute Buyer’s waiver of any of Seller’s
obligations.
20. INVALIDITY. In the event that any provision of this
Agreement is declared invalid, illegal, or otherwise
unenforceable by any duly authorized tribunal or law, the
remainder of the provisions shall not be affected thereby,
and each term and provision not declared invalid, illegal or
unenforceable shall be valid and shall be enforced to the
fullest extent permitted by law.
21. NOTICE. All notices and communications hereunder shall
be in writing and sent by overnight courier, with tracking
capabilities, to the respective addresses of the parties listed
within the Purchase Order attached as part of this Agreement
or on the Purchase Order.
22. LIENS.
(a) For Sites not located in the Province of Québec. If a
lien or encumbrance pursuant to applicable law is registered
against any real or other property interests of any Buyer
Indemnified Party and/or any landlord(s) in respect of a site,
or if notice of a lien or encumbrance is given to any Buyer
Indemnified Party and/or any landlord(s) in respect of a site,
then Seller shall, within seven (7) calendar days at its sole
expense, vacate, release, or discharge the lien or
encumbrance or have the notice withdrawn, whichever is
applicable. In the event that Seller fails or refuses to vacate
or discharge the lien or encumbrance, or cause the
withdrawal of the notice, within the time prescribed above,
Buyer shall, at its option, be entitled (but not obliged) to take
all steps necessary to vacate and/or discharge the lien or
encumbrance, or cause the withdrawal of the notice, and all
costs and expenses incurred by Buyer in so doing (including,
without limitation, all fees of counsel and disbursements in
each case on a full indemnity basis and the amount and cost
of any security to vacate the lien or encumbrance) shall be
for the account of Seller, and Seller shall immediately
reimburse Buyer for all such costs. Seller shall indemnify
Buyer Indemnified Parties and any landlord(s) and any
affected adjacent property owners in respect of any lien or
encumbrance that is Seller’s responsibility hereunder.
(b) For Sites located in the Province of Québec. Seller
hereby waives any right it may have now or in the future to
claim a legal hypothec (in favour of persons having taken
part in the construction or renovation of an immovable)
pursuant to the Civil Code of Québec in connection with any
of the Products or Services. Seller shall also obtain a similar
waiver from its subcontractors and suppliers and any other
persons who may be involved in the supply of Products or
the performance of Services that may be entitled to claim a
legal hypothec. If a notice of legal hypothec arising from the
supply of Products or the performance of Services is
registered against any immovable property, Seller shall,

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within seven (7) calendar days, at its sole expense, release or
discharge or cause to be released or discharged the notice of
legal hypothec. If Seller fails to release or discharge or
cause to be released or discharged the notice of legal
hypothec within such time period, Buyer shall, at its option
and at the expense of Seller, be entitled to cause to be
released and/or discharged the notice of legal hypothec, and
all costs and expenses incurred by Buyer in so doing
(including, without limitation, all legal fees and
disbursements) shall be retained by Buyer out of any
payment to Seller then due, or thereafter to become due.
Without limiting any of the foregoing, Seller shall defend,
indemnify and hold harmless Buyer Indemnified Parties and
any affected property owners for all claims suffered or
incurred in connection with the notice of legal hypothec or
subsequent lawsuit brought in connection with the notice of
legal hypothec.
23. LIEN HOLDBACK. Payment of all amounts under this
Agreement shall also be subject to holdback, if applicable,
under the lien legislation and regulations of the applicable
province or territory of the location to which the Products or
Services are to be delivered. Such holdback, if applicable,
will be paid in accordance with the lien legislation and
regulations of the applicable province or territory, subject to
any other rights of Buyer under this Agreement or at law.
Seller shall upon request of the Buyer at any time either
prior to final payment and as a condition precedent thereto
or subsequent to final payment, deliver to the Buyer
statutory declarations and releases in the Buyer’s form
confirming there are no claims, hypothecs and liens in
relation to the Products or Services, including claims and
liens of persons performing any labour and/or furnishing any
material hereunder.
24. SAFETY. During the performance of its obligations under
this Agreement, Seller shall be responsible for meeting all
applicable safety laws, rules, regulations, codes, and orders.
Without limiting the generality of the foregoing, Seller shall
initiate and maintain all reasonable precautions for the safety
of, and shall provide all reasonable protection and
supervision designed to prevent injury to, persons (including
members of the public and the employees, agents,
subcontractors, consultants and representatives of Buyer,
Seller and its subcontractors) while performing its
obligations under this Agreement at the site, and the Seller
shall familiarize itself with and shall comply with the
Buyer’s safety policies at all times during the progress of the
work. Seller agrees to comply with all health and safety
instructions and rules established by the Buyer or its
designee from time to time, and Seller shall promptly
remove from the site any person under the control of Seller
who violates any of the aforesaid safety, health, or plant
regulations, policies or directives or upon reasonable request
of the Buyer or Buyer’s representative (including, without
limitation, the site safety officer). Seller shall pay (or cause
to be paid) when due all premiums and other amounts to be
paid by it and its subcontractors under applicable workplace
safety and insurance regimes and provide evidence to Buyer
promptly upon request confirming it has complied with (or
caused compliance with) such requirements.
25. THIRD PARTY BENEFICIARY. The parties acknowledge
and agree that while those Buyer Indemnified Parties other
than the Buyer (collectively, the “Third Party
Beneficiaries”) are not parties to this Agreement and have
no obligations this Agreement, Buyer is a trustee of each of
the Third Party Beneficiaries for the limited purpose of
holding in trust for each of the Third Party Beneficiaries the
covenants and other rights expressed to be in favour of one
or more of the Third Party Beneficiaries. Accordingly, the
parties agree that each of the Third Party Beneficiaries may
enforce such rights and promises in their own respective
right (and will not be required to add the Buyer as a party to
any proceedings for such enforcement).
26. LANGUAGE. The parties hereto confirm that it is their
wish that this Agreement, as well as all other documents
relating hereto, including all notices, have been and shall be
drawn up in the English language only. Les parties aux
présentes confirment leur volonté que cette convention, de
même que tous les documents, y compris tout avis, qui s’y
rattachent, soient rédigés en langue anglaise.
27. CURRENCY. Unless otherwise specified on the Purchase
Order, all monetary amounts are deemed to be expressed in
Canadian dollars.
28. APPLICABLE LAW. The provisions and performance of
this Agreement shall be governed by the laws of the
Province of Ontario and the laws of Canada applicable
therein, expressly excluding the application of the United
Nations Convention on Contracts for the International Sale
of Goods and rules controlling conflict of laws. The parties
agree that the exclusive forum and venue for any legal action
arising out of or related to this Agreement shall be the
Ontario courts sitting in Toronto, and the parties submit to
the personal jurisdiction of that court.
29. SURVIVAL. All provisions of this Agreement that are
expressly or by implication to come into or continue in force
and effect after the expiration or termination of this
Agreement, including Sections 4, 9, 10, 11, 12, 16, 17, 22,
and 25, shall remain in effect and be enforceable following
such expiration or termination.