EXPAT TAX TOOLS SOFTWARE-AS-A-SERVICE LICENSE AGREEMENT

This Agreement made as of DATE (the “Effective Date”) between:

Expat Tax Tools Incorporated (“ETT”)

and

CLIENT NAME (the “Licensee”)

In consideration of the respective covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties covenant and agree as follows:

1. Definitions

In this Agreement:

(1) “Agreement” means this license agreement, including each schedule hereto signed by ETT and Licensee, together with any written amendments to this Agreement signed by ETT and Licensee;

(2) “Authorized User” means the Licensee, an employee of the Licensee, a franchisee of the Licensee, or a franchisee’s employee, in each case who is designated as a user of the System and Tools by the Licensee;

(3) “Client Computers” means the stand-alone computers and workstations operated by Authorized Users;

(4) “Designated Servers” means the specific Network Servers operated either indirectly by ETT through a third-party cloud service provider or directly by ETT for the purposes of this Agreement;

(5) “Documentation” means all user and/or system manuals, operating instructions and other documentation provided by ETT to Licensee for use with the System and/or Tools, whether in printed, electronic, on-line and/or other format, and includes such documentation as is provided by ETT to Licensee as part of any Support Services, and any and all copies of the foregoing made by Licensee;

(6) “Form” means a tax form to be prepared using a Tool;

(7) “Network Servers” means one or more application servers, database servers, report servers, start-up servers, backup servers and/or other network servers operated indirectly by ETT through a third-party cloud service provider or directly by ETT;

(8) “Support Services” has the meaning ascribed thereto in section 5.1 of this Agreement;

(9) “System” means the system through which ETT permits the Licensee to access Tools;

(10) “Term” means the term of this Agreement as described in section 10.1 hereof; and

(11) “Tool” means a software tool for computation of certain income tax inclusions and tax forms, provided via the Designated Servers and including updates, upgrades, modifications, fixes and improvements made during the Term, and any and all intellectual property rights in and to it.

2. Ownership

2.1. System and Tools. ETT represents that the System and the Tools are protected by Canadian and international copyright laws and treaties, as well as other laws and treaties. Except for the non-exclusive license(s) granted by ETT to Licensee pursuant to this Agreement, Licensee acknowledges and agrees that, as between itself and ETT, all intellectual property and other rights and interests in and to the System and the Tools are owned solely by ETT.

2.2. Licensee Data. ETT acknowledges and agrees that all databases, data and information created or supplied by Licensee and all databases, data, information and reports pertaining to Licensee, its business or its clients generated as a result of the use of the System and the Tools by Licensee pursuant to the provisions of this Agreement (collectively, “Licensee Data”) is and shall remain the exclusive confidential property of Licensee, and ETT shall not acquire any right, title or interest therein or thereto. ETT agrees not to collect, use, or disclose any Licensee Data unless (a) ETT obtains Licensee’s prior written consent to the collection, use, or disclosure; or (b) ETT can demonstrate that, through no act or omission of ETT, the information is generally and publicly available. This provision shall survive the termination of this Agreement.

3. Non-Exclusive License.

3.1. Grant of License. Subject to the terms and conditions of this Agreement, ETT grants to Licensee a non-exclusive license during the Term to: (a) use the System to access Tools and Forms from the Designated Servers and Client Computers on a pay-per-use basis, solely for the purpose of Licensee and its Authorized Users advising and processing the data of clients of Licensee or Licensee’s franchisees; and (b) subject to the terms and conditions of this Agreement, copy and use related Documentation for the sole purpose of Licensee and its Authorized Users using the System and the Tools pursuant to this Agreement. This license may not be transferred or assigned except as expressly permitted in this Agreement.

3.2. No Authorized Copies. Licensee may not make any copies of the System or the Tools, without limitation.

3.3. Unimpaired Use. ETT shall ensure that Licensee and all Authorized Users may access and use the System and the Tools in accordance with this Agreement throughout the Term, and shall not act or omit to act in any way that is inconsistent with Licensee’s rights under this Agreement.

4. Restrictions

4.1. General Restrictions. Unless the Licensee has obtained ETT’s prior written consent, neither the Licensee nor Authorized Users shall: (a) access, copy, use or disclose the System or the Tools (and/or Documentation) except as expressly provided herein; (b) assign, transfer, rent, lease, sub-license and/or re-distribute the System or the Tools to any third party in whole or in part; (c) lend, time share, or act as a service bureau with respect to the System or the Tools; (d) install, use, and/or make available the System or the Tools for any online application service provider business, Internet software as a service business, internet service provider business, or other online System or Tools rental business; (e) modify, alter, adapt, or translate all or any part of the System or the Tools (and/or Documentation); (f) reverse engineer, decompile or disassemble the System or the Tools, in whole or in part, or otherwise attempt to or permit others to derive or discover the source code of the System or the Tools, nor take any other steps to produce derivatives of the System or the Tools or to discover the confidential information and/or trade secrets contained therein; or (g) publish or disclose the results of any benchmark or other test run on the System or the Tools or demonstrate the System or the Tools to any third party. These restrictions shall survive termination of this Agreement.

4.2. User Restrictions. For greater certainty, only Authorized Users may access and/or use the System or the Tools in accordance with the terms and conditions of this Agreement and only for the specific purpose specified in section 3.1 hereof. Licensee shall ensure and be responsible for compliance by all Authorized Users with the provisions of this Agreement.

4.3. No Enterprise License. Neither the System nor the Tools shall be installed, stored, or executed on any server and/or other computer operated by the Licensee or any third party, without limitation.

5. Maintenance and Support Services

5.1. Maintenance and Support Services. Maintenance and support services provided by ETT pursuant to this Agreement are limited to de-bugging the program as required from time to time and making any modifications that may be required to reflect any tax law updates. For greater certainty, maintenance and support services provided by ETT pursuant to this Agreement do not include tax advice.

5.2. Support Software. Unless otherwise expressly provided by ETT in writing, no additional support software other than the System, the Tools, and related Documentation shall be provided by ETT to Licensee.

6. Fees and Payment Terms

6.1. Fees, Payment and Invoicing. Licensee shall pay ETT

(a) an annual license fee in the amount displayed as of the Effective Date of this Agreement (“Annual License Fee”) for access to the System, payable upon execution of this Agreement by the parties;

(b) an additional Calculation Fee (“Calculation Fee”), representing either the cost of one form or a bundle of calculations, at such price as shall be displayed at the time the Licensee or Authorized User purchases the calculation or bundle.

6.2. The Licensee must purchase calculations or bundles of calculations prior to using the Tool.

6.3. Applicable Taxes. All applicable federal and provincial taxes shall be in addition to the fees payable pursuant to Section 6.1 above, and shall be itemized separately on ETT’s invoice to Licensee.

6.4. Dormant Accounts. If for any reason it is necessary for ETT to retain information relating to a Licensee or Authorized User who has not paid an Annual License Fee for the relevant year, ETT shall set off the costs of maintaining such information against any credits or other amounts owing to the Licensee or Authorized User.

If a Licensee or Authorized User has not paid an Annual License Fee or accessed the System for two years and has no purchased forms remaining, ETT shall delete the account and information relating to that Licensee or Authorized User.

7. Limited Warranties

7.1. Access to the Tool Provided As Is. Licensee acknowledges and accepts that the access to use ETT’s System and Tools granted in this Agreement hereunder is provided “as is”.

7.2. Infringement. ETT warrants to Licensee that: (a) it has sufficient rights to grant the license set out in this Agreement; and (b) the System and Tools do not and will not infringe any third-party copyright, patent, or trade secret rights existing under the laws of Canada. ETT’s entire liability and Licensee’s sole remedy against ETT for each breach of the warranty contained in this section 7.2 shall be limited to the obligations set out in Article 8.

7.3. Warranty Exclusions. Without limiting the generality of the warranty exclusions set out in section 7.2, the warranties in this Article 7 shall not apply to any breach and/or error caused by

(a) any change or modification to the System, Tools, or Forms made by any party other than ETT or its representatives;

(b) accident, neglect, or misuse by any party other than ETT;

(c) Licensee’s failure to provide a suitable installation and/or operating environment for the System, Tools, and/or Forms;

(d) use of the System, Tools, and/or Forms on a software and/or hardware platform other than as may be consistent with the Documentation or approved by ETT in writing;

(e) software, hardware, firmware and/or technology not consistent with the Documentation or licensed or approved by ETT in writing;

(f) any telecommunications medium used by Licensee (other than a telecommunications medium that ETT requires Licensee to use for the purposes of the support services);

(g) Licensee’s own computer system;

(h) failure of Licensee and/or any Authorized User to comply with the relevant Documentation; and/or

(i) any Licensee Authorized Users or other employees or agents using the System or Tools without a license.

7.4. Warranty Disclaimer. Except for the express limited warranties provided by ETT in this Article 7, ETT disclaims any and all warranties and/or conditions, express or implied, of every kind relating to the System or the Tools, including without limitation, any and all warranties or conditions of merchantability, quality, description, operation, adequacy, suitability, fitness for a particular purpose, title, interference with use or enjoyment, and/or non-infringement, whether express or implied by statute, common law, usage of trade, course of dealing, custom or otherwise.

7.5. Tax Laws and Regulations. The parties acknowledge and agree that tax laws and regulations are complicated and that there may not be clear guidance in their application. Under the circumstances, ETT specifically makes no representation nor provides any warranty and/or condition that the operation of the Tool will be error-free, omission-free, or uninterrupted, that each error will be corrected, that the System, Tools, and/or Forms will operate on any and all hardware platforms or in any and all combinations that may be selected for use by Licensee or with any and all non-ETT software used by Licensee, or that the System, Tools, or Forms will meet Licensee’s requirements.

7.6. Some jurisdictions do not allow the exclusion of certain implied warranties or the exclusion or limitation of incidental, consequential, or special damages. If any applicable jurisdiction does not permit any such exclusion and/or limitation, ETT’s total liability to Licensee for breach of any and/or all such warranties shall be limited to the amount stated in Article 9 of this Agreement.

8. Infringement Indemnity

8.1. Indemnity Against Claims. Subject to the provisions of Article 9 of this Agreement, ETT shall defend, indemnify and hold Licensee and Licensee’s directors, officers, employees and Authorized Users (the “Indemnified Parties”) harmless from and against all claims, suits, actions, proceedings, judgments, liabilities, damages, losses, costs, fees (including reasonable legal fees), and expenses suffered or incurred by the Indemnified Parties as a result of any breach of ETT’s warranties set out in Article 7 of this Agreement (individually and collectively referred to as a “Claim”) to the extent that such Claim arises as a result of Licensee’s use of the System or the Tools in accordance with the provisions of this Agreement and applicable Documentation, provided

(a) Licensee promptly notifies ETT in writing upon first becoming aware of each such Claim;

(b) Licensee does not make any admission against ETT’s interests and does not agree to any settlement of any such Claim without the prior written consent of ETT;

(c) Licensee, at ETT’s request, provides ETT, at ETT’s sole expense, with all reasonable assistance and information in connection with the litigation and/or settlement by ETT of each such Claim;

(d) ETT has control over the selection and retainer of legal counsel, as well as over the litigation and/or the  settlement  of  each Claim; and

(e) Licensee has paid ETT in full for all applicable fees then due under this Agreement.

8.2. ETT Liability. ETT’s total liability to Licensee for any and all Claims related to the System, Tools, and/or Forms shall be strictly limited to the obligations set out in this Article 8 and shall be subject to all of the limitation of liability provisions set out in Article 9 of this Agreement.

9. Limitation of Liability

9.1. Notwithstanding any other provision of this Agreement, any and all breaches by ETT of this Agreement (including fundamental or material breach), the termination by ETT of this Agreement, and/or any obligation that ETT may have in contract, tort, equity, at law, and/or otherwise, in no event shall ETT be liable to Licensee, to any user of the System, Tools, and/or forms, and/or to any other party for

(a) any indirect, incidental, special, consequential, aggravated, exemplary, and/or punitive damages; or

(b) any lost sales, lost revenue, lost profits, lost or inaccurate data, or reprocurement amount, howsoever arising, even if ETT has been advised of the possibility of such damages and/or losses arising and notwithstanding the failure of essential purpose of any remedy contained herein.

9.2. Notwithstanding any other provision of this Agreement, ETT’s total, cumulative, and aggregate liability to Licensee

(a) arising under this Agreement;

(b) for any and all breaches by ETT of this Agreement (including fundamental or material breach) and/or the failure of essential purpose of any remedy contained herein;

(c) for any termination by ETT of this Agreement; and/or

(d) for any other act, omission, or event related in any way to this Agreement; shall not exceed the total amount of fees received by ETT from Licensee under this Agreement for the relevant calculation, whether ETT’s liability is based in contract, tort, equity, at law, and/or upon any other theory of liability, howsoever arising.

9.3. The provisions of this Article 9 reflect the allocation of risk agreed to between the parties and the price of the licenses granted herein.

10. Term, Termination and Renewal

10.1. Term. The term of this Agreement shall commence on the Effective Date and shall continue until

(a) the Licensee has not paid an Annual License Fee or accessed the System for two years and neither the Licensee nor any Authorized User has any purchased calculations remaining; or

(b) the Agreement is terminated by either party in accordance with the provisions of this Article 10.

10.2. Termination by ETT. Without prejudice to any other rights, ETT may terminate this Agreement for default if Licensee

(a) materially breaches any provision of this Agreement and fails to remedy any such breach within fifteen (15) days of written notice thereof from ETT;

(b) becomes insolvent;

(c) files any proceeding in bankruptcy or acquires the status of a bankrupt;

(d) has a receiver or receiver-manager appointed with respect to it or any of its assets; and/or

(e) seeks the benefit of any statute that provides protection from creditors.

10.3. Termination by Licensee. Without prejudice to any other rights, Licensee may terminate this Agreement for default if ETT materially breaches any provision of this Agreement and fails to remedy any such breach within fifteen (15) days of written notice thereof from Licensee.

10.4. Effect of Termination. Upon termination of this Agreement for any reason,

(a) all licenses granted by ETT pursuant to this Agreement shall immediately terminate and ETT shall immediately restrict all access to the System and the Tools but shall allow the Licensee to extract all Licensee Data from the Designated Servers within a period of no more than 30 days from termination; and

(b) ETT shall promptly thereafter destroy all Licensee Data from the Designated Servers.

Any termination of this Agreement shall be without prejudice to the rights and/or remedies either party may possess against the other party whether under this Agreement, at law, or in equity.

10.5. Survival. The provisions of Articles 1, 2.2, and 7 through 12 inclusive of this Agreement shall survive any termination or expiry of this Agreement and continue in full force and effect.

11. Confidentiality

11.1. Definition of Confidential Information. “Confidential Information” means information and physical material not generally known or available outside ETT and information and physical material entrusted to ETT in confidence by third parties. Confidential  Information  includes,  without limitation, technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions, patent applications, laboratory notebooks, processes, formulas, techniques, mask works, engineering designs and drawings, hardware configuration information, regulatory information, agreements with third parties, lists of, or information relating to, employees and consultants of ETT (including, but not limited  to, the names, contact information, jobs, compensation, and expertise of such employees and consultants), lists of, or information relating to, suppliers and customers, price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed by ETT (whether by oral, written, graphic or machine-readable format), which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary.

11.2. Nondisclosure of Confidential Information. Neither the Licensee nor any Authorized User shall not use any Confidential Information disclosed to it by ETT for its own use or for any purpose other than for the purpose of using the System or the Tools under the License granted herein and pursuant to the terms and conditions of this Agreement. Neither the Licensee nor any Authorized User shall disclose or permit disclosure of any Confidential Information of ETT to third parties or to employees of Licensee, other than directors, officers, employees, consultants and agents of Licensee who are required to have the information in order for Licensee or Authorized User to use the System and/or the Tools as set out in this Agreement. Licensee and all Authorized Users shall take reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of ETT in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include the degree of care that Licensee and Authorized Users utilize to protect their own Confidential Information of a similar nature. Licensee and Authorized Users shall notify ETT of any misuse, misappropriation or unauthorized disclosure of Confidential Information of ETT which may come to their attention.

11.3. Exceptions. Notwithstanding anything to the contrary contained herein, Confidential Information does not include information or material that

(a) was in the public domain at the time it was disclosed or has entered the public domain through no fault of Licensee or any Authorized User;

(b) was known to the Licensee or Authorized User, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure;

(c) is disclosed with the prior written approval of ETT;

(d) is independently developed by the Licensee or Authorized User without use of Confidential Information; or

(e) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that Licensee shall provide prompt notice of such court order or requirement to ETT to enable ETT to seek a protective order or otherwise prevent or restrict such disclosure.

12. Miscellaneous

12.1. Arbitration. In the event of any dispute arising out of or in connection to this Agreement (a “Dispute”), the parties will promptly and in good faith attempt to resolve such Dispute. If any such Dispute is not resolved by the parties within 15 days following the giving by a party of notice of a Dispute, then the Dispute shall go to arbitration to be potentially resolved by arbitration pursuant to the National Arbitration Rules of the ADR Institute of Canada, Inc. The place of arbitration shall be Toronto, Ontario. The language of the arbitration shall be English and number of arbitrators shall be one. This provision shall not extinguish ETT’s right to enforce its rights or Licensee’s and Authorized Users’ obligations or restrictions under sections 2 (Ownership), 3 (Non-Exclusive License), 4 (Restrictions), and/or 11 (Confidentiality) by seeking injunctive or other relief in any court of competent jurisdiction.

12.2. Should the parties fail to successfully resolve any Dispute through arbitration pursuant to section 12.1, or be unable to set the matter down for Arbitration in a timely manner, the parties reserve the right to pursue resolution of any Dispute in a court of suitable jurisdiction in such a manner as the party seeking resolution sees fit.

12.3. Notice. Any notice or other communication required or permitted to be given by a party under this Agreement (“Notice”) shall be in writing and sent by personal delivery or by prepaid registered mail or by electronic transmission to the other party at its respective address set forth on the signature page of this Agreement or at such other address as the recipient party may from time to time by Notice direct. Any such Notice shall be deemed to be received on

(a) the day of delivery if personally delivered on a business day, otherwise on the next following business day;

(b) the third (3rd) business day following the date of mailing thereof; and/or

(c) the day of electronic transmission if such day is a business day, otherwise on the next following business day, provided that such transmission has been confirmed as having been completed successfully by confirmation produced or recorded by the sender’s computer records.

In the event of a mail strike or postal interruption, all Notices shall be delivered personally or by electronic transmission.

12.4. Entire Agreement. This Agreement (including all schedules and/or addenda attached hereto or which reference this Agreement and are initialed or signed by both parties) sets forth the entire agreement between ETT and Licensee with respect to the terms and conditions on which the System and the Tools are licensed by ETT to Licensee and supersedes all prior oral and written agreements, understandings, proposals, negotiations, representations and/or warranties between the parties relating thereto. Neither party shall be bound by or liable for any alleged representation, warranty or covenant not expressly stated herein.

12.5. Amendment; Waiver. This Agreement may only be amended by a written document signed by ETT and Licensee stating that such document is an amendment or addendum hereto. No provision of this Agreement shall be deemed waived and no breach or default excused unless such waiver or consent shall be in writing and signed by the party deemed to have waived or consented. Any waiver of or consent by any party to, a breach or default by the other party, whether express or implied, shall not constitute a waiver of, or consent to, or excuse for any other different or subsequent breach or default.

12.6. Assignment. This Agreement may not be assigned by Licensee, in whole or in part, without ETT’s prior written consent.

12.7. Severability. If any one or more of the provisions of this Agreement is found to be illegal or unenforceable, this Agreement shall not be rendered inoperative but such provision or provisions shall be severed from this Agreement and the remaining provisions shall continue in full force and effect.

12.8. Third Parties. Nothing in this Agreement is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties hereto and their respective successors and permitted assigns.

12.9. Force Majeure. Neither party shall be responsible for any reasonable delay and/or failure in performance of any and/or all of its obligations under this Agreement caused by any act, omission and/or event beyond its reasonable control (other than lack of funds), provided that the party prevented from rendering performance notifies the other party immediately of the commencement and nature of such cause, and provided further that such party uses commercially reasonable efforts to remedy the situation and render performance as soon as possible.

12.10. Independent Contractors. ETT and Licensee are independent contractors. This Agreement does not constitute a partnership, joint venture or agency relationship between the parties. Neither party shall have the authority to bind the other in any manner.

12.11. Governing Law, etc. This Agreement shall be governed by and construed in accordance with the laws of Ontario (excluding its conflicts and/or choice of law rules) and the federal laws of Canada applicable therein. Subject to the provisions of section 12.1, the parties submit to the non-exclusive jurisdiction of the courts of Ontario.

12.12. Interpretation. Where the context requires, singular terms shall be construed as plural and vice versa. Section headings contained in this Agreement are for purposes of reference only and shall not affect the interpretation of this Agreement.

12.13. Successors and Assigns. This Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns.

12.14. English Language. The parties hereto have requested that this Agreement and all documents contemplated hereunder be drawn up in English only.

12.15. Counterparts. This Agreement may be executed in several counterparts and by email (PDF), each of which so executed shall be deemed to be an original, and such counterparts together shall constitute but one and the same instrument.  The parties further agree to be bound by their electronic signatures pursuant to the Electronic Commerce Act (Ontario).

IN WITNESS WHEREOF, Licensee and ETT, intending to be legally bound, have executed this Agreement as of the date shown above.