ADVISORY AGREEMENT

This Advisory Agreement (the “Agreement”) is effective [DATE],

BETWEEN: [NAME OF THE COMPANY], (the “Company”), a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

AND: [NAME OF THE ADVISOR], (the “Advisor”), an individual with his main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

Collectively, the Company and Advisor shall be referred to as the “Parties.”

WHEREAS, the Company is engaged in the business of [BRIEFLY DEFINE THE BUSINESS];

WHEREAS, the Advisor has expertise in one or more fields of business that the Company offers and wishes to provide its services to the Company;

WHEREAS, the Company has an interest in engaging with the Advisor;

Whereas, both the Parties wish to evidence their contract in writing and both the Parties have the capacity to enter into and perform this contract;

NOW THEREFORE in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows:

INCORPORATION OF RECITALS

The

arties agree that the Recitals are true and correct and are incorporated into this Agreement as though set forth in full.

RELATIONSHIP

The Advisor acknowledges that they are solely an Independent Contractor

and

not an employee, agent, partner or joint venture of the Company. The Company will provide the Advisor with the details of the Services it wants the Advisor to undertake and perform henceforth. The Company shall not withhold any taxes or any amount or payment due to the Advisor and which it owes to the Advisor in regard to the services rendered by it to the Company.

TERM

The present Agreement shall come into force on the Effective Date hereof and shall remain in force for a period of

[

NUMBER

OF MONTHS]

months starting from the

ffective

ate hereof and shall terminate at the expiration of the

erm hereof.

SERVICES

During the Term of this Agreement, the Advisor is hereby retained by the Company on a non-exclusive basis to provide strategic advisory services (the “Services”) to the Company

to be mutually agreed to from time to time. The

ervices are mentioned in detail in Exhibit A

which shall be attached to this Agreement and has been made a part thereof.

PAYMENT

As consideration for, and subject to

the

Advisor’s continued performance of all of the Advisor

Services,

the

Advisor will receive a lump sum cash fee of

[AMOUNT]

for each full calendar month during which

the

Advisor provides Advisor

Services to the Company.

The said payment shall be paid via

[

SPECIFY

MODE OF PAYMENT]

DUTIES OF THE ADVISOR

The Advisor shall provide the

ervices diligently and as per industry standards;

The Advisor shall not provide misleading information about the Company or its products/services to any third

party;

The Advisor shall follow the terms of the Agreement in good faith.

CONFIDENTIALITY

Definition: “Confidential Information” means any proprietary information, technical data, trade secrets or know-how of the Company, including, but not limited to, research, business plans or models, product plans, products, services, computer software and code, developments, inventions, processes, formulas, technology, designs, drawings, engineering, customer lists and customers (including, but not limited to, customers of the Company on whom

the

Advisor called or with whom

the

Advisor became acquainted during the Term of his performance of the Services), markets, finances or other business information disclosed by the Company either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment. Confidential Information does not include information which: (a) is known to

the

Advisor at the time of disclosure to

the

Advisor by the Company

as evidenced by written records of

the

Advisor, (b) has become publicly known and made generally available through no wrongful act of

the

Advisor, or (c) has been rightfully received by

the

Advisor from a third party who is authorized to make such disclosure.

Non-Use and Non-Disclosure.

The

Advisor shall not, during or subsequent to the Term of this Agreement: (i) use the Company’s Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the Company, or (ii) disclose the Company’s Confidential Information to any third party. It is understood that said Confidential Information is

and will remain the sole property of the Company.

The

Advisor shall take all commercially reasonable precautions to prevent any unauthorized use or disclosure of such Confidential Information.

The

Advisor, his/her servants, agents, and employees shall not use, disseminate or distribute to any

erson, firm or entity, incorporate, reproduce, modify, reverse engineer, decompile or network any Confidential Information, or any portion thereof, for any purpose, commercial, personal, or otherwise, except as expressly authorized in writing by the Manager then appointed by the Company. Upon completion of the Services, or termination of this Agreement, or at any time thereafter,

the

Advisor and his/her servants, agents, and employees shall promptly return to the Company, or upon the request of the Company shall destroy or delete all such tangible and intangible Confidential Information, including, but not limited to, any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by

the

Advisor pursuant to his/her performance of the Services or otherwise belonging to the Company. If requested by

the

Company, upon the termination or expiration of this Agreement with the Company,

the

Advisor agrees to and shall execute and deliver a termination certification attesting to the performance of the terms and conditions of this Section 7.2

which may be provided by

the

Company in its sole discretion and timing.

NON-COMPETITION AND NON-SOLICITATION

The Advisor shall not, directly or indirectly, engage in soliciting of the existing or potential clients of the Company. It shall also not market its own services to the existing or potential clients of the Company. The Advisor hereby further covenants and agrees that during the Term of this Agreement, and for a period of

[

NUMBER OF

YEARS]

years following the termination of this Agreement, the Advisor shall not, for whatever reason, either individually or in partnership or jointly or in conjunction with any Person as a Advisor, agent, employee, shareholder, owner, investor, partner or in any other manner whatsoever, directly or indirectly, carry on or be engaged in or be concerned with or interested in, or advise, lend money to, guarantee the debts or obligations of or permit its name or any part thereof to be used or employed by any

erson engaged in or concerned with or interested in

business similar to that of the Company

nor shall it hold in stock or solicit or be directly engaged or interested in soliciting orders for any services similar to or competitive with the

ervices being rendered within the Territory to the existing or potential clients of the Company.

The Advisor acknowledges that the restrictions contained in Section 8.1

are

reasonable and valid and necessary for the protection of the business and operations of the Company and that any breach of the provisions will cause the Company substantial and irreparable harm which may not be adequately compensated for by monetary award of damages to the Company. Accordingly, it is expressly agreed by the Advisor that in the event of any such breach, in addition to any other remedies which may be available to it, the Company shall be entitled to and may seek an order for specific performance and other injunctive and equitable relief as may be considered necessary or appropriate to restrain or enjoin the Advisor from any further breach of the terms hereof

and the Advisor hereby waives all

defenses

to the strict enforcement by the Company of the restrictions herein.

The Advisor shall not during the

erm of the Agreement and

[

NUMBER OF

YEARS]

years thereafter solicit or poach upon any employee or clients or any team member of the

ompany.

TAXES

The Advisor shall be responsible for paying its own taxes and the Company shall not deduct any statutory taxes from the compensation that it offers to the Advisor.

The Advisor shall not be eligible for any allowances that are given to the employees of the Company.

RIGHT TO INJUNCTION

The

arties hereto acknowledge that the

ervices to be rendered by the Advisor under this Agreement and the rights and privileges granted to the Company under

the Agreement are of a special

, unique, extraordinary and unusual character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the Advisor of any of the provisions of this Agreement will cause the Company irreparable injury and damage. The Advisor expressly agrees that the Company shall be entitled to injunctive and other equitable relief in the event of or to prevent a breach of any provision of this Agreement by the Advisor. Resort to such relief, however

shall not be construed to be a waiver of any other rights or remedies that the Company may have for damages or otherwise. The various rights and remedies of the Company under this Agreement or otherwise shall be construed to be cumulative and no one of them shall be exclusive of any other or of any right or remedy allowed by law.

INDEMNIFICATION

The Advisor hereby agrees to defend, indemnify and hold harmless the Company against any liability, losses, damages or costs (including any legal costs) incurred or suffered by the Company as a result of any breach, negligent act or omission or

willful

default on the part of the Advisor, or its Representatives arising either directly or indirectly from the performance (or non-performance) by the Advisor or any of its Representatives of any obligations under this Agreement.

TERMINATION

The Company shall have the right to terminate this Agreement with immediate effect, if:

The Advisor fails to perform any material obligations under this Agreement, and such failure continues unheeded within a period of

[

NUMBER OF

DAYS]

days following receipt of written notice of such failure, or

By giving

[

NUMBER OF

MONTHS]

months

’

written notice to other

arty, with or without assigning any reasons.

The Agreement may be terminated by the Advisor by providing a written notice of

[

NUMBER OF

DAYS]

days to the Company.

The accounts of the Advisor shall be settled in the manner mutually agreed by both the

arties.

INTELLECTUAL PROPERTY RIGHTS

If at any time during the

erm of this Agreement, the Advisor participates in the making or discovery of any Intellectual Property directly or indirectly relating to or capable of being used by the Company, full details of the Intellectual Property shall immediately be disclosed in writing by the Advisor to the Company and the Intellectual Property shall be the absolute property of the Company.

At the request and expense of the Company, the Advisor shall give and supply all such information, data, drawings and assistance as may be necessary or in the opinion of the Company desirable to enable the Company to exploit the Intellectual Property to the best advantage (as decided by the Company). The Advisor shall execute all documents and do all things which may, in the opinion of the Company, be necessary or desirable for obtaining copyright, design or other protection for the Intellectual Property and for vesting the same in the Company, as the Company may direct.

NOTICES

Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email

the email address as provided by the

arties and shall be considered sent when the email is sent to the correct email address of the

arty

or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the

arty for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions. In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7

) Business Day following resumption of regular postal service:

If to the Advisor: ___________________

If to the Company:___________________

Either

arty may change its address/email address for notices and other communications upon notice to the other

arty in the manner aforesaid.

FORCE MAJEURE

The

Parties are

not liable for any failure to perform due to causes beyond

their

reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

AMENDMENT OF AGREEMENT

This Agreement may be amended by, and only by, a written resolution setting forth in detail

the amendment

and signed by

both

arties.

ASSIGNMENT

The Company may sell, transfer and assign any or all of its rights and obligations arising from this Agreement to any Person, upon notice to the Advisor, provided that the assignee shall agree in writing to be bound by the covenants and agreements contained herein and so assigned by the Company. Upon such assignment and assumption, the Company shall be under no further obligation hereunder with respect to any of the rights and obligations so assigned.

The Advisor shall not assign or transfer its rights or obligations under this Agreement or any document relating to this Agreement to any Person without the prior written consent of the Company.

This Agreement shall be binding upon and

nure to the benefit of the

arties hereto and their respective successors and permitted assignees. Any attempted assignment in violation of this

ection shall be void and of no effect.

REPRESENTATIONS AND WARRANTIES

Both

arties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third

party or violate any other agreement between the Parties, individually, and any other

erson, organization, or business or any law or governmental regulation.

WAIVER

The failure by either Party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.

SEVERABILITY

In the event that any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.

ALTERNATIVE DISPUTE RESOLUTION

The Parties to this

greement agree to attempt in good faith to resolve any conflicts

disputes, or claims arising out of this Agreement by negotiation. If applicable,

the

Parties agree to consider the utilization of Alternative Dispute Resolution (ADR) procedures in situations concerning disputes between the Parties.

LEGAL AND BINDING AGREEMENT

This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding in [COUNTRY]. The Parties each represent that they have the authority to enter into this Agreement.

MISCELLANEOUS

Termination of this

greement for any cause whatsoever shall not release a

arty from any liability which, at the time of termination, has already accrued to the other

arty or which may thereafter accrue in respect of any act or omission prior to such termination.

Article headings are inserted for convenience of reference only and shall not be deemed to affect the interpretation of this

greement or of any clause.

Each

arty shall co-operate with the other and execute and deliver to the other such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, give effect to and confirm their rights and the intended purpose of this

greement.

The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement. The words “hereof

” “herein

” “hereunder” and similar expressions used in any section of this Agreement relate to the whole of this Agreement (including any schedules attached hereto) and not to that section only, unless otherwise expressly provided for or the context clearly indicates to the contrary. Words importing the singular number only will include the plural and vice versa

and words importing the masculine gender will include the feminine and neuter genders and vice versa. The words “including” will mean “including without limitation

”

LANGUAGE AND GOVERNING

LAW

This Agreement shall be governed by and construed and enforced in accordance with the laws of the [

tate

rovince

] of [STATE/PROVINCE], which law shall prevail in the event of any conflict of the

arties.

The

arties hereto acknowledge that they requested that this Agreement and all related documents be drafted in English, that any notice to be given hereunder be given in English, and that any proceedings between the

arties relating to this Agreement be drafted in English.

ENTIRE AGREEMENT

This

greement

along with all the Exhibits

constitutes the entire understanding and

greement of the

arties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the

arties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. The delivery by email transmission of an executed counterpart will be deemed to be valid execution and delivery of this Agreement

and each

arty hereto undertakes to provide each other

arty hereto with a copy of the Agreement bearing original signatures as soon as possible after delivery of the email copy.

IN WITNESS WHEREOF, the Parties have executed this Agreement on [DATE].

COMPANY ADVISOR

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

EXHIBIT A

SERVICES

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