Maritime Launch Services : Professional Services Agreement

PROFESSIONAL SERVICE AGREEMENT

PROFESSIONAL SERVICE AGREEMENT entered into in _Halifax_, Province of Nova Scotia, on _August 30th___, 2021 (the "Agreement").

BETWEEN:	ARCHITECTURE49 INC., a company existing under the
	laws of Canada, having its head office at 1600 Buffalo
	Place Winnipeg, Manitoba R3T 6B8;
	(hereinafter referred to as "A49")
AND:	Maritime Launch Services, a company validly existing
	under the laws of Canada, having an office at Suite 900,
	1959 Upper Water Street, Halifax, Nova Scotia, B3J 3N2;
	(hereinafter referred to as the "Client")

WHEREAS the Client intends to retain A49 to provide the Services in connection with the Project, and A49 accepts to provide the Services to the Client, the whole in accordance with the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

1. DEFINITIONS

1.1 Unless the context requires otherwise, the following capitalized terms mean:

"Affiliate" shall have the meaning given to that term in the Canada Business Corporations Act or any replacement or supplemental Law in effect from time to time, which meaning shall, mutatis mutandis, apply to partnerships, general partnerships and limited partnerships.

"Agreement" means this professional service agreement and all schedules attached hereto.

"Completion" means that the Services have been fully completed in accordance with the Agreement.

"Confidential Information" means all information of a confidential nature, in any form or medium, which the Client or A49, directly or indirectly, acquires from the other party to the Agreement, including any information concerning or relating to the Client or A49, including such party's business, affairs, financial position, assets, operations, activities, prospects or trade secrets, together with all analyses, evaluations, compilations, notes, studies or other documents prepared by the Client or A49, as the case may be, or their respective Personnel, containing or based upon such information.

"Contract Price" means the amount payable to A49 set forth in Schedule 2.

"Deliverables" means drawings, plans models, designs, specifications, reports, photographs, surveys, calculations and other data, including computer print outs, which are used in connection with the Agreement and which are prepared by or on behalf of A49.

"Event of Force Majeure" means an event or circumstance, not reasonably within the control of a party to the Agreement, which restrains or delays the performance by a party of its obligations under the Agreement and, which by the exercise of due diligence and planning, the party was, or is, unable to prevent or overcome.

"Hazardous Substance" means any substance, mixture of substances, product, waste, organism, pollutant, material, chemical, contaminant, dangerous good, constituent or other material which is or becomes listed, regulated or addressed under any Law or applicable regulation respecting the use, manufacture, importation, handling, transportation, storage, disposal and treatment of the substance, mixture of substances, product, waste, organism, pollutant, material, chemical, contaminant, dangerous good, constituent or other material.

"Law" or "Laws" means collectively all valid applicable common law, federal, provincial and municipal and other local laws, orders, rules, regulations and decisions of regulatory bodies, including, occupational health and safety, fire, employment insurance, workers' compensation, environmental protection legislation, building codes, anti-bribery law or international convention, as may apply now or in the future and any other governmental requirements, work practices and procedures prescribed by law and related to the Project or the Services.

"Person" means any natural person, corporation, company, joint venture, unincorporated association, union, partnership (general or limited), limited liability company, trust, trustee, executor, administrator or other legal representative or any other entity or association.

"Personnel" means a party's directors, officers, employees, contract personnel, representatives, advisors and agents.

"Project" means the project identified in Schedule 1.

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"Reimbursable Expenses" means those expenses that are identified in Schedule 2 of this Agreement and which are payable by the Client to A49.

"Services" means the services identified in Schedule 1.

"Site" means the site(s) where the Project is located.

2. SCOPE OF SERVICES

1. Services. A49 shall provide the Services, in accordance with the Agreement.
2. Time. A49 shall provide the Services and shall submit each deliverable in accordance with the agreed upon work schedule attached to the Agreement as Schedule 2.

3. OBLIGATIONS OF A49

1. Standard of Care. A49 shall provide the Services in accordance with the degree of care, skill and diligence normally provided by professional architects or consultants in the performance of comparable services at the time and place that the Services are being provided.
2. Obligations. A49 shall:
3. 1. be entitled to rely upon the accuracy and completeness of all information and data furnished by or on behalf of the Client, as well as all information provided by governmental authorities and public utilities;
   2. not be responsible for the acts or omissions or performance by the consultants of the Client, contractors, subcontractors or suppliers of the Project, nor shall it control, direct or supervise the construction methods, means, techniques, sequences or procedures of the contractors, subcontractors or suppliers of services for the Project;
   3. not be responsible for the advice of any independent expert engaged by the Client, whether or not recommended by A49;
   4. not be responsible for manufacturing defects in equipment, material or supplies specified or recommended by A49; and
   5. not be responsible for safety precautions and programs required in connection with the Project or for the general safety at the Site under applicable health and safety legislation.

4. OBLIGATIONS OF THE CLIENT

1. General Obligations. The Client shall promptly fulfill all of the Client's responsibilities and shall promptly consider requests by A49 for information, directions or decisions and diligently provide the requested information or inform A49 of the Client's direction or decision within a reasonable time so as not to delay the Services.
2. Information and Data. The Client shall make available to A49 any information and data pertaining to the Project which is required by A49 to perform the Services and shall, when notified by A49, perform any ancillary services that are necessary to enable A49 to provide the Services.
3. Access to Site. The Client shall arrange where necessary for A49's access to the Site or other required locations to enable A49 to provide the Services.
4. Permits. The Client shall obtain all required approvals, licenses and permits or any other authorizations or rights from all governmental authorities or other Persons required for the performance of the Project.

5. CHANGES

1. Change. The Client or A49 may, at any time, propose to the other party changes to the Services including, without limitation, additions, deletions, rescheduling and acceleration or deceleration to all or any part of the Services.
2. Compensation for Change. In the event a proposed change directly or indirectly causes an increase or decrease in the time or cost to perform the Services, the Client and A49 shall without delay negotiate in good faith an equitable adjustment to the schedule or compensation or both, and the Agreement shall be modified accordingly, in writing, by both parties.
3. Performance. A49 shall not proceed with any proposed change unless the Agreement has been modified in writing by both parties with respect to the adjustments to the schedule or compensation, or both.

6. OWNERSHIP OF DELIVERABLES AND INTELLECTUAL PROPERTY RIGHTS

6.1 Deliverables. The Deliverables are the exclusive property of A49, whether any work with respect to the Project is executed or not. A49 reserves the copyright therein and in any work which may be executed therefrom. The Client may keep a copy of the Deliverables for its records.

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1. Intellectual Property Rights. A49 retains ownership of any and all patents, trademarks, copyrights, industrial or other intellectual property rights or from concepts, products or processes which are developed by A49 in performing the Services. The Client shall not use, infringe or appropriate such proprietary rights without the prior consent of and compensation to A49.
2. Withholding of Deliverables. Notwithstanding anything to the contrary contained in the Agreement, in the event the Client is in default under the terms of the Agreement, including failure to make any payment when due, A49 may withhold all Deliverables, and Deliverables in the Client's possession may not be used by the Client until the Client has cured such default.
3. Documents of the Client. A49 may keep, for its records, a copy of any document provided by the Client in connection with the Services.
4. Transfer of Ownership of Deliverables. A49 may agree in its sole discretion, upon request by the Client, to transfer ownership of the Deliverables to the Client. In exchange for any such transfer of ownership, the Client agrees to execute a release form which shall contain terms and conditions required by A49 at A49's sole and unfettered discretion.

7. INSURANCE

1. Insurance Coverage. A49 shall maintain throughout the term of the Agreement professional liability insurance with per claim and annual aggregate limits which it deems to be reasonable, insuring A49's professional liability resulting from the performance of the Services. Upon request of the Client, A49 shall provide a certificate of insurance.
2. Notice. A49 and the Client shall immediately notify in writing each other of any occurrence or incident likely to give rise to a claim under A49's professional liability insurance referred to in this Article, or of any other matter or thing in respect of which notice should be given by A49 to its insurer. In addition, the Client shall provide A49 with all such information, reports, documentation and assistance as may be reasonably necessary to achieve prompt settlement of any insurance claim.

8. LIABILITY AND INDEMNIFICATION

8.1 Liability of the Parties. Subject to the limitations of liability set forth in Article 9, each party shall indemnify the other party and their Affiliates, directors, officers, employees, contract personnel and representatives for damages, liabilities and costs incurred, and whether arising from claims made by third parties, resulting from:

1. a breach of contractual obligations under the Agreement by the indemnifying party or anyone for whom such party is responsible; or
2. the negligent or faulty acts or omissions of the indemnifying party or anyone for whom such party is responsible.

9. LIMITATION OF LIABILITY

1. Limitation of Liability. Each party's liability for damages and costs which the other party may have against it or its Affiliates, directors, officers, employees, contract personnel and representatives under this Agreement or in any way related to the Services, whether such damages, liabilities and costs arise in contract, tort, negligence or under any other theory of liability, shall be limited, notwithstanding any other provision of the Agreement, to the Contract Price.
2. Hazardous Substances. A49 shall not be responsible for the identification, reporting, analysis, evaluation, presence, handling, removal or disposal of Hazardous Substances at or adjacent to the Site, unless otherwise specified in the Agreement, or for the exposure of Persons, property or the environment to Hazardous Substances at or adjacent to the Site.
3. Indirect and Consequential Damages. In no event shall either party be liable for indirect, consequential or punitive damages or damages for losses of profits, revenue, business, reputation or financing and lost opportunity.
4. Limitation Period. No claim may be brought against A49 or against its Affiliates and agents, including insurers, and their respective Personnel, more than one year (or beyond the limitation period prescribed by Law in the jurisdiction in which the Project is located) after the Completion of the Services.

10. FORCE MAJEURE

10.1 Event of Force Majeure. If, due to an Event of Force Majeure, either party cannot fulfill its obligations under the Agreement, then that party's obligations shall be suspended during the period of time and to the extent that the Event of Force Majeure continues to prevent the performance of its obligations.

11. INDEPENDENT CONTRACTOR

11.1 Independent Contractor. A49 is an independent contractor and not an agent of the Client unless otherwise provided in the Agreement.

12. PAYMENT

12.1 Payment. Payment of the Contract Price and Reimbursable Expenses shall be made in accordance with Schedule 2.Unless otherwise agreed, A49 shall invoice the Client monthly and the Client shall, pay each invoice

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within 30 days. The Client shall, within 10 days after receipt of A49's invoice, notify A49 of any amounts therein which the Client reasonably considers not properly due to A49. If the Client fails to notify A49 within such 10 day period, the Client shall be deemed to have accepted the amount.

1. No Holdback. Notwithstanding any other provision of the Agreement, the payment Contract Price and Reimbursable Expenses shall not be subject to any holdback.
2. Interest. Amounts not paid by either party to the other when due under any provision of the Agreement, shall bear interest from the date payment was originally due to and including the actual date of payment at the rate
   of Commercially sensitive per annum.

13. SUSPENSION OR TERMINATION

1. Termination. The Agreement shall terminate at the earliest of:
2. 1. the date of Completion; or
   2. the date of termination if termination occurs in accordance with this Article.
3. Termination by the Client. If A49 is in material default in the performance of any of A49's obligations under the Agreement, the Client shall notify A49 that the default must be corrected. If A49 fails to correct the default within 30 days after receipt of such notice or, where the default is not susceptible of immediate correction, does not take within such time period reasonable steps to correct the default, the Client may terminate the Agreement upon further notice to A49. Such termination shall not release the Client from its obligations to pay all amounts due to A49 for Services completed up to the date of the termination in addition to all expenses incurred by A49 up to the said date in the manner provided in the Agreement.
4. Suspension or Termination by A49. If the Client is in material default in the performance of any of the Client's obligations under the Agreement, including but not limited to the failure to make any payments in the manner specified in the Agreement, A49 shall notify the Client that the default must be corrected. If the Client does not correct the default within 7 days after receipt of such notice, A49 may stop performance of the Services until it receives full payment of the amounts owed to it, including any interest accrued thereon, or until the default is cured. If the Client does not correct such default within 15 days of A49's notice of default, A49 may terminate the Agreement upon further notice to the Client. In such event, the Client shall promptly pay all amounts due to A49 for Services completed up to the date of termination in addition to all expenses incurred by A49 up to the said date and all reasonable termination expenses, including without limitation, third party cancellation charges, without prejudice to any other rights or recourses of A49.
5. Suspension or termination by the Client. If the Client is unwilling or unable to proceed with the Project, the Client may suspend or terminate the Agreement by notice of 30 days to A49. Upon receipt of such notice, A49 shall perform no further Services other than those reasonably necessary to suspend or terminate that portion of the Project for which A49 is responsible. In such event, the Client shall promptly pay all amounts due to A49 for Services completed up to the date of suspension or termination, in addition to all expenses incurred by A49 up to the said date and all reasonable suspension or termination expenses, including without limitation, third party cancellation charges, without prejudice to any other rights or recourses of A49.
6. Rights of A49. If the Client suspends performance of the Services at any time for more than 30 consecutive or non-consecutive days, then A49 may choose, at its sole discretion, to terminate the Agreement upon notice to the Client. In such event, the Client shall promptly pay all compensation due to A49 for Services completed up to the date of termination, all reimbursable expenses incurred by A49 up to the date of termination and all reasonable termination expenses, including without limitation, third party cancellation charges, without prejudice to any other rights or recourses of A49.

14. CONFIDENTIALITY

14.1 Confidential Information. Any and all Confidential Information received by a party to the Agreement shall be received in the strictest confidence and shall not be: (i) disclosed to any third party or (ii) used in any manner whatsoever directly or indirectly, for any purpose other than for the purposes of carrying out the Services, except with the prior consent of the party who provided the Confidential Information, which consent may be arbitrarily withheld.

15. DISPUTE RESOLUTION

1. Negotiations. In the event of a dispute arising between the parties under or in connection with the Agreement the parties will make reasonable efforts to resolve the dispute by amicable negotiations. The parties agree to provide frank, candid and timely disclosure of relevant information and documents, without prejudice to their rights and recourses.
2. Unresolved Dispute. Should negotiations not resolve the dispute, a party may refer the unresolved dispute to the courts or, upon mutual agreement, to any other form of dispute resolution, including mediation or binding arbitration.

16. NOTICES

16.1 Notices. Notices shall be given in writing and shall be addressed to a party at the address set forth in the Agreement. Notices may be delivered in person, by courier or transmitted by facsimile or email.

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