This Services Agreement (the “Agreement”) sets forth terms under which Innershell Solutions Corp. an Alberta corporation (“Provider”) shall provide services to [CLIENT NAME], a [CLIENT’S PROVINCE/STATE] [TYPE OF ENTITY] (the “Client”). This Agreement is effective as of month dd, yyyy (“Effective Date”).

1. Services. Provider shall provide [TYPE OF SERVICES PROVIDED UNDER THIS AGREEMENT] services for purposes of [PURPOSE OF SERVICES] (“Services”) to the Client as described on one or more Statements of Work signed by Provider and Client that reference this Agreement (“SOW” or “Statement of Work”). Provider shall perform Services in a prompt manner and have the final [FINAL PRODUCT] or service (“Deliverable”) ready for Client no later than the due date specified in the applicable SOW (“Completion Date”). This due date is subject to change in accordance with the Change Order process defined in the applicable SOW. Client shall assist Provider by promptly providing all information requests known or available and relevant to the Services in a timely manner.
2. Rate. Provider shall bill $155 USD per hour for performance of the Services and rendering the Deliverable, and Client shall pay to Provider all fees due under the applicable SOW. The Rate is fixed for 12 months from the Effective Date, after which Provider may revise the fees. All rates are exclusive of expenses, applicable taxes, and such other charges as may be expressly set forth herein or in the SOW.
3. Billing. Provider shall submit a monthly invoice to the Client, which shall be paid within thirty (30) days of receipt. Invoices will include all fees, pre-approved travel, per diem and other related charges for the Services.
4. Deposit. An initial payment (the “Deposit”) of [INITIAL DEPOSIT AMOUNT] is due to Provider at signing. 50% of the Deposit shall be non-refundable in the event that Client cancels the project prior to its completion.
5. Dates of Performance. Provider will begin performing services upon receipt of signed Agreement and Deposit. Unless terminated as provided in this Agreement, Provider will complete Services by the Completion Date. Deliverable shall be furnished to Client within 72 hours of final payment for the Services.
6. Change in Services. If Client desires changes to the SOW, Client shall submit to Provider a written request in accordance with the change order process defined in the applicable SOW. The parties may execute additional Statements of Work describing Services, which will become part of this Agreement upon execution by Provider and the Client. If additional SOW are executed, then Client shall pay Provider for all services performed prior to the additional SOW before Provider begins work on the new SOW.
7. Termination. Provider shall have the right to modify, reject, or terminate any SOW and any related work in process with five days written notice to Client. In the event Provider terminates the SOW prior to completion of Services, the Client shall pay Provider the fees due under the SOW with respect to Services completed as of the date of termination. Payment for completed work will be deducted from the deposit. Provider will retain the non-refundable 50% of the Deposit and return any unearned portion exceeding 50% of the Deposit. Any amount due for services performed by Provider above the deposit will be billed to Client and Client shall promptly pay. Upon settlement of funds due to Provider, all Client provided materials will be returned to Client and all Client use rights in the work in process as described in the Agreement will be transferred to Client.
8. Payment of Services. In exchange for Provider’s Services under this Agreement, the Client shall pay Provider the contract price and deposit set forth above. Provider will submit a final invoice to Client for all services rendered by the Services Completion Date and Client shall promptly pay. Client is restricted from using any form of the Deliverable until final payment is received. Client shall pay travel and other expenses incurred by the Provider in performing the Services. In the event of a good faith dispute with regard to an item appearing on an invoice, Provider shall have the right to withhold the Deliverable while the parties attempt to resolve the disputes.
9. Representations and Warranties.
   1. Provider’s Representation: Provider represents that any materials used in the Deliverable will not knowingly (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.
   2. Client’s Representation: Client represents that any materials provided to Provider by Client for incorporation into the Deliverable will not (a) infringe on the intellectual property rights of any third party or any rights of publicity or privacy or (b) violate any law, statute, ordinance or regulation.
   3. Warranty Disclaimer: EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY SOW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10. Ownership of Deliverables. “Intellectual Property Rights” means any and all (a) rights associated with works of authorship, including but not limited to copyrights, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents and (c) all other intellectual property rights in any jurisdiction throughout the world. To the fullest extent permitted by law, Provider retains ownership in all Intellectual Property rights of the Deliverable. Further, Provider retains all ownership and Intellectual Property Rights to the raw video footage, music, images, and other components comprising the Deliverable for its future use. Upon full payment of the deliverable, Provider grants Client a perpetual, non-exclusive and non-transferable license to use, copy, reproduce, display, or distribute the Deliverable. Client shall retain sole ownership of all Intellectual Property Rights in connection with any original material it provides to Provider for use within the Deliverable. If termination occurs under this Section 7, Provider shall retain ownership in all Intellectual Property Rights and to the raw video footage, music, images, and other components comprising the work in process up to the date of termination. After a termination under Section 7 and upon full payment for the work in process, Provider will grant Client a perpetual, non-exclusive and non-transferable license to use, copy, reproduce, display, or distribute the work in process. In no event will Provider be liable for any claims related to or arising from Client’s improper use of the Deliverable, work in process, or the music, images, and other components that comprise the Deliverable or work in process.
11. Indemnification. Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates, and the respective directors, officers, employees, agents, representatives, of each of the foregoing from any and all claims, losses, liabilities, damages, costs, and expenses (including attorney’s fees, court costs, fines, and government fees) arising from or relating to any third-party claims that Indemnitor caused physical injury or death to any person or damage to any tangible property to the extent resulting from the negligent or wrongful acts or omissions of indemnitor, its employees, agents, or contractors (“Covered Claim”) provided that claims based on the design, programming, operation, or performance of the Products are excluded from coverage hereunder.
12. Limitation of Liability. PROVIDER WILL NOT BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PROVIDER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID TO PROVIDER HEREUNDER.
13. Compliance with Laws. Each party shall perform all of its obligations under this Agreement in compliance at all times with all foreign, federal, state and local statutes, orders and regulations, including those relating to privacy and data protection.
14. Insurance. Provider, at its own expense, shall provide and maintain the following insurance:
    1. Statutory Workers’ Compensation insurance, as required by the laws of the province where the services are being performed under this Agreement, and Employer’s Liability coverage with limits of not less than five hundred thousand dollars ($500,000) per employee, per accident or disease for all of its employees;
    2. Commercial General Liability insurance, which shall include blanket broad form contractual liability coverage, with a minimum limit of one million dollars ($1,000,000) per occurrence for bodily injury and property damage, products/completed operations coverage of two million dollars ($2,000,000) in aggregate, and a general aggregate of two million dollars ($2,000,000);
    3. Professional Liability insurance with a minimum limit of two million dollars ($2,000,000);
    4. Technical Errors & Omissions insurance with a minimum limit of two million dollars ($2,000,000); and
    5. Cybersecurity insurance with a minimum limit of two million dollars ($2,000,000).
15. General. Neither party may assign this Agreement without the prior written consent of the other party and any attempt to do so will be void. Any notice or consent under this Agreement will be in writing to the address specified below. If any provision of this Agreement is adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. Any waivers or amendments shall be effective only if made in writing signed by a representative of the respective parties. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. Both parties agree that the Agreement is signed by a duly, authorized Provider representative authorized to bind Provider to its terms and services and no consent from any third party is required.
16. Waiver. Any waiver of a default in performance hereunder shall be deemed a waiver of the particular instance only and shall not be deemed consent to continuing the default. If any provision of this Agreement is found to be invalid, illegal or unenforceable, a modified provision shall be substituted which carries out the original intent of the parties as nearly as possible and the remaining provisions shall in no way be affected thereby.
17. Choice of Law. This Agreement will be deemed to have been made in, and shall be construed pursuant to the laws of the Province of Alberta and Canada without regard to conflicts of laws provisions thereof. Any suit or proceeding arising out of or relating to this Agreement shall be commenced in a federal or provincial court in Alberta, and each party irrevocably submits to the jurisdiction and venue of such courts.
18. Remedies. The remedies set out in this Agreement shall be the sole and exclusive remedies of the parties for any actions arising in connection with this Agreement and both parties hereby waive any other remedy, whether in law or at equity. In the event of a suit or proceeding under this Agreement, Client agrees to pay all attorneys’ fees if the federal or provincial court renders judgment substantially in Provider’s favor.

This Agreement is effective as of the date by which both Parties sign below. In Witness Whereof, the Parties hereunto set their signatures by their respective authorized representatives.