Standard Terms and Conditions

11. FORCE MAJEURE

Consultant shall not be responsible for any delay or failure of performance caused by fire or other casualty, labour dispute, government
or military action, terrorism, transportation delay, inclement weather, Act of God, epidemics, act or omission of Client or its contractors,
or any other cause beyond Consultant’s reasonable control, and Consultant’s compensation shall be equitably adjusted to compensate it
for any additional cost it incurs due to any such delay.

12. SEVERABILITY

The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the
validity and enforceability of any other provision hereof. If any Section, subsection, sentence, or clause of this Agreement shall be
adjudged illegal, invalid, or unenforceable, such illegality, invalidity, or unenforceability shall have no effect on the Agreement as a
whole or on any Section, subsection, sentence, or clause hereof not expressly so adjudged.

13. WAIVER

Any waiver by either party of any provision or condition of this Agreement shall not be construed or deemed to be a waiver of any other
provision or condition of this Agreement nor a waiver of a subsequent breach of the same provision or condition, unless such waiver be
so expressed in writing and signed by the party to be bound.

14. AMENDMENTS

No modification of or change in this Agreement, waiver of any of its provisions or additional provisions shall be valid or enforceable
unless previously approved in writing by the parties to this Agreement or their duly authorized representatives in the form of an
amendment to this Agreement duly signed by the parties hereto.

15. GOVERNING LAW

This Agreement shall be construed, enforced in accordance with and governed by the laws of the Province of British Columbia.

16. MISCELLANEOUS CLAUSES

This Agreement represents the entire understanding and Agreement between the parties relating to the services provided by Arcose.
This Agreement supersedes any and all prior agreements, whether written or oral, that may exist between the parties regarding same.
No other terms, conditions, prior course of dealings, course of performance, usage of trade, understandings, purchase orders, or
agreement purporting to modify, vary, supplement, or explain any provision of this Agreement shall be effective unless in writing and
signed by representatives of both parties authorized to amend this Agreement or provided such modification by email both (where this
constitutes a legally binding agreement).

17. TERMINATION OF AGREEMENT

In the event that this Agreement is cancelled or modified, Arcose shall immediately be paid for any services performed.

Arcose Consulting Ltd.

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