FINDER’S FEE AGREEMENT

This Finder’s Fee Agreement (“Agreement”) is entered on the day when the moving company register their account on www.movers.movely.ca/register and accepts the agreement digitally. (the “Effective Date”):

By and Between

•CNBIT TECHNOLOGIES INC. (Business Identification No.: 1000073614) and having its business address at 379 Woodsping Ave, Newmarket, Canada, L3X 3H4 (hereinafter referred to as “Movely” which expression shall wherever the context requires or admits shall mean and include its affiliates, successors and permitted assigns) of one part:

and

•[Name of Company] (Company No.: ) and having its registered office at [address] (hereinafter referred to as “Moving Company” which expression shall wherever the context requires or admits shall mean and include its affiliates, successors and permitted assigns) of the second part.

(Movely and the Moving Company are hereinafter referred to individually as “Party” and collectively as “Parties”).

WHEREAS,

•Movely is an application based in Canada which undertakes and engages in the business of providing digital platform to facilitate Moving Companies, customers and potential clients to book moving services. Movely may in its business engage in any activities that are related, complimentary or incidental to this business purpose including but not limited to offering data driven tools services, brand building, marketing and advertising services to build brand and generating sales leads.

•The Moving Company is engaged in the business of logistic and transportation.

•The Moving Company has approached Movely to assist Moving Company in the advertising and marketing of its vehicles by providing specified services upon the terms and conditions set forth herein. The Parties are desirous of recording their understanding in writing.

•In connection with the course of these operations and transactions, the Parties have agreed to enter into this Agreement to regulate their relationship under the contract and to set out the terms and conditions as may be necessary and agreed upon by the Parties in relation to the manner in which the affairs and Services activities are to be regulated.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for good and valuable consideration, the Parties agree as follows:

•Definitions and Interpretation

•In this Agreement, unless the subject or context otherwise requires, the following words and expressions shall have the following meanings:

“Agreement” means this Finder’s Fee Agreement and any amendment thereto from time to time as may be agreed in writing by the Parties;

 

“Business days” means any day on which the commercial banks in Canada are open for normal business transactions;

 

“Confidential Information” means all information of any kind whether communicated verbally, in printed or electronic form, including, without limitation, technical information, data, know-how and information relating to either Party’s (or its respective holding, related or subsidiary companies’) business, marketing strategies, financial condition and operations whether or not labelled or described as “Confidential” and submitted by one Party to the other whether before or after the Agreement Date, for the purposes relating to this Agreement;

 

“Effective Date” means the date of this Agreement;

 

•Headings in this Agreement are for ease reference only and shall not be taken into account in the construction of this Agreement.

•References to “this Agreement” or any other agreement or document shall be construed as a reference to such agreement or document including any amendments, variations, substitutions or supplements as are already made or may be from time to time made to this Agreement or such other agreement or document, as the case may be.

•The schedule or appendices to this Agreement (if any) is an integral part of this Agreement and references to this Agreement include references to such schedule or appendices.

•No rule of construction shall apply to the detriment of either Party by reason of that Party having control and/or was responsible for the preparation of this Agreement or any part thereof;

•Services by Movely:

•Movely has represented that it has the experience, ability and resources to provide comprehensive Services as per the terms and conditions of the Agreement and Section 5 of Schedule 1 of this Agreement.

•Movely shall provide the Moving Company with Services as described in Section 5 of Schedule 1 of this Agreement subject to the compensation paid by the Moving Company as agreed by the Parties.

•Services by Moving Company:

•Moving Company has represented that it has the experience, ability and resources to provide comprehensive Services as per the terms and conditions of the Agreement and Section 6 of Schedule 1 of this Agreement.

•Moving Company shall provide Movely with Services as described in Section 6 of Schedule 1 of this Agreement subject to the compensation paid by Movely as agreed by the Parties.

•Engagement and Authorisation to Use Third Parties:

•Movely is retained and appointed by the Moving Company to provide Services as described in Section 5 of Schedule 1 the Agreement on a non-exclusive basis.

•Nothing in this Agreement shall restrict the Moving Company from engaging any other agency.

•In order to perform the Services, Movely is authorised to enter into third party contracts to carry out the purposes of this Agreement for illustration purposes such as Facebook and Instagram Ads. No prior written approval from the Moving Company should be sought to approve the engagement of such third-party contractors.

•Movely shall be fully liable and responsible to the acts and omissions of all third-party contractors employed by Movely.

•Use of Intellectual Property Rights:

•Movely authorises the Moving Company to use Movely’s intellectual property rights (“IP Rights”) solely for the transactions contemplated under the Agreement.

•Except as permitted in the Agreement, the Moving Company shall have no right to use any of the Movely’s IP Rights without the prior written approval of the Movely.

•The Moving Company shall be fully responsible for loss or damage suffered by the Movely for unauthorised use of the Movely’s IP Rights.

•Ownership of Intellectual Property:

•All advertising and marketing content provided by Movely and any other connected material submitted (“Content”), created, developed or supplied by Movely shall be and remain Movely’s sole and exclusive property and shall be dealt with by Movely as such.

•Moving Company expressly acknowledges and agrees that it will not own and possess any proprietary right in the Content except the utility rights expressly granted under the Agreement.

•Terms and Conditions: 

Movely expressly agrees and undertakes to execute its obligations under this Agreement to the best of its ability to generate sales and profits for Moving Company by providing Services in Section 5 of Schedule 1 of this Agreement for the best interest of Moving Company.

•Terms and Conditions: 

The Moving Company expressly agrees and undertakes to execute its obligations under this Agreement to the best of its ability to generate sales and profits for Movely by providing Services in Section 6 of Schedule 1 of this Agreement for the best interest of Movely.

•Representation and Warranties: The Parties represent and warrants that:

•It has obtained appropriate releases granting the Company complete and unrestricted rights (unless otherwise specified in writing and attached to this Agreement) to use the services provided.

•It is a Company that has been duly incorporated or organised and is validly existing and in good standing.

•It is properly qualified where qualification is necessary for the conduct of its business under the Agreement.

•It has adequate corporate and other power to enter into and perform the Agreement.

•The Agreement has been duly executed and delivered by the Company and is intended to be a valid binding obligation of the Company enforceable against it in accordance with its terms.

•The foregoing representations and warranties will be true and accurate throughout the continuance of this Agreement with reference to the facts and circumstances subsisting from time to time.

•Term and Termination:

•The initial term of this Agreement shall become effective on the execution (“Effective Date") and shall remain in full force and effect for a period of one (1) year following the Effective Date. The initial term will automatically renew for successive one (1) year term unless either Party notifies the other in writing, not less than thirty (30) days prior to the expiration of the current term, of its intention not to renew.

•Both the initial term and any renewal term are subject to earlier termination as otherwise provided for by this Agreement. Either Party may choose not to renew this Agreement without cause for any reason.

•In the event of either Party breaches any material provision mentioned under this Agreement (“Defaulting Party”), then the other Party (“Non-breaching Party”) shall service upon the Defaulting Party a written notice of at least five (5) days (“Cure Period”). In case the Defaulting Party fails to cure the said breach within the Cure Period, then it shall give a right (but not an obligation) to the Non-breaching Party, to terminate this Agreement.

•The termination or expiry of the Agreement in any of the circumstances aforesaid shall not in any way affect or prejudice any right accrued to the Moving Company against Movely, prior to such termination.

•The provisions of the Agreement which, by their terms, require performance after the termination or expiration of the Agreement, or have application to events that may occur after the termination or expiration of the Agreement, will survive the Agreement termination or expiration.

•Indemnification:

The Parties agree and covenant to indemnify, defend and hold harmless the other Party, their successor, assigns, partners and directors (the “Indemnified Party”) from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, cost and expenses (including reasonable attorney’s fees), imposed upon, or incurred by the Indemnified Party due to the reason of or resulting from a breach or threatened breach of any representation, warranty, covenant, obligation, or agreement of the defaulting Party, as contained in or made pursuant to this Agreement.

•Limitation of Liability:

•In no event shall Movely's liability for any claim arising out of or in connection with the Agreement exceed CAD 100.00.

•Movely will not be liable to the Moving Company for any consequential, special, exemplary, or punitive damages (including damages for loss of data, revenue, and/or profits), whether foreseeable or unforeseeable, arising out of the Agreement regardless of whether the liability is based on breach of contract, tort, strict liability, breach of warranties or otherwise, and even if the Party has been advised of the possibility of those damages.

•Confidential Information:

The Parties agree that during the course of their collaboration under this Agreement, each Party might become privy to certain sensitive and proprietary information pertaining to the other Party (“Confidential Information”) through oral, written or visual mode. Therefore, the Recipient Party acknowledges and undertakes to keep all such Confidential Information as safe and further undertakes not to disclose such Confidential Information to any third party, without the prior written consent of the Disclosing Party. For the sake of clarification, it is hereby provided that this Agreement, the terms of collaboration between the Parties, including but not limited to percentage of Fee, roles of Parties, and Client details and information, shall also be deemed as Confidential Information for the purposes of this Agreement.

•Payment Terms:

•The Moving Company shall provide its applicable rates to Movely and shall immediately keep Movely updated on any changes in such rates. Movely will invoice the Clients based on the rates provided by the Moving Company from their account.

•Movely shall be authorized to collect all payables on behalf of the Moving Company and shall remit to the Moving Company as soon as reasonably practicable.

•The Moving Company shall issue an invoice for its Services provided to the Client. Movely will collect such payment directly from the Client, and shall, within a period of seven (7) business days from the receipt of such amount from the Client, make the payment to the Moving Company, after deducting its Fee at a flat rate of 20% excluding the payment gateway fees on the invoiced amount.

•All payments required to be made under this Agreement shall be in CAD by way of direct transfer to such bank account of Moving Company as provided by Movely from time to time.

•Movely will notify Moving Company in writing of any dispute it has with any particular invoice within fifteen (15) days after its receipt of such invoice. The Parties shall work together in good faith to resolve any such disputed fees.

•If the Parties are unable to resolve the disputed charge within thirty (30) days of receipt of the dispute notice, the Parties shall be entitled to pursue remedies available hereunder.

•Movely shall have the authority to set-off, deduct or otherwise withhold any payments due to the Moving Company under the Agreement as a compensation to the payment owed by the Moving Company to Movely.

Miscellaneous:

•Assignment: This Agreement may not be assigned in whole or in part by Movely without the prior written consent of the Moving Company. Any such assignment in violation of the Agreement shall be null and void. Movely shall assign the Agreement to its affiliate or successor in interest or any third party of its option.

•Force Majeure: In case of any failure or delay of either Party in the performance of its obligations hereunder due to riot, insurrection, fire, flood, storm, explosion, act of God, pandemic, breakdown of web host, breakdown of internet service provider, government action, earthquake, shortage of materials or any other event that is unforeseeable, unavoidable and beyond the reasonable control of such Party, such Party shall not bear any liability for such failure or delay.

•Severability: If any provision of the Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not in any way affect the validity of any other provision of the Agreement.

•Waiver: No failure to enforce any of its right by a Party shall not constitute waiver of such right.

•Notices: Any notice required or permitted to be given is to be provided in writing to the person designated by a Party and at the address listed in the Agreement, or certified mail, return receipt requested.

•Relationship between the Parties: It is understood and agreed that Movely and the Moving Company are independent parties. Nothing contained or implied in the Agreement creates a relationship of employer-employee between Movely and the Moving Company nor does it create a joint venture, partnership, or similar relationship between Movely and the Moving Company.

•Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Canada.

•Amicable Solution and Dispute Resolution:

15.8.1 Any difference, question or dispute arising under or out of or relating to the construction, meaning, existence, termination, performance, or operation or effect of or in connection to this Agreement or breach thereof (“Dispute”), the Party shall notify and refer the matter in Dispute to the other Party by giving written notice (“Notification”). Parties shall procure to discuss and attempt to resolve, in good faith, any such Dispute with a view to achieve an amicable settlement of the same.

15.8.2 If a Dispute is not resolved to the satisfaction of both Parties within ninety (90) days (or such further periods as both of parties may agree) of the Notification date, then the Parties are at liberty to seek recourse by referring the dispute and/or the matter to Mediation. If the Dispute cannot be resolved by the Parties through the Mediation process, the aggrieved Party may on its own discretion file its case to Court in Newmarket, Ontario. Each Party shall bear its own costs and expenses for the purpose of resolving the Dispute.

15.8.3If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

•Entire Agreement:

16.9.1 The Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

16.9.2 No amendment, supplement, modification or restatement of any provision of the Agreement shall be binding unless it is made in writing and signed by each Party.

•Non-Circumvention: Moving Company shall not circumvent or attempt to circumvent Movely by taking payments directly from the customer, thereby escaping its liability from paying the fee to Movely.

•Time: Time whenever mentioned shall be of the essence of this Agreement.

•Counterparts: This Agreement may be signed on various dates for the sole convenience of the Parties and may be entered in different counterparts, all of which taken together shall constitute one and same instrument. The date as stated on Agreement shall be final and conclusive as to this Agreement.

SCHEDULE 1

(which is to be taken, read and construed as an essential part of this Agreement)

Subject: Finders Fee Agreement

Details  Both the parties, Movely and Registered Moving Company agrees to work together for moving trips for customers.

1

The Date and Year of Agreement

The Date when moving company registers and accepts the agreement digitally.

2

Movely

3

Registered Moving Company

4

Term of Agreement

From the registration date to deletion of an account with Movely.

5

Description of the Services by Movely

Services to be provided by Movely among others are:

•It will find the Clients who require the moving services, and bring them to the Moving Company on a non-exclusive basis;

•It will provide the Moving Company the exact date and time for the moving and details of the requests made by the Clients;

•It will provide the payment to the Moving Company after deducting its Fee once it has received the same from the Clients.

•It shall be entitled to ask the Moving Company to re-schedule the Service, on the request of the Clients.

•It is not entitled to pay to the Moving Company if it itself does not get paid by the Clients, for any reason whatsoever;

•It is entitled to terminate this Agreement immediately if there is no showing to the client, or in case of delays with showing to Client’s location by the Moving Company.

6

Description of Services by Moving Company

Services to be provided by Moving Company among others are:

•To provide the moving services as per the schedule of the Client.

•To make available such helpers as requested by the Client. The helpers shall also assist in unpacking the Items on the request of the Clients.

•The Moving Company shall be liable to have an adequate insurance as per the applicable law so as to mitigate the damages and losses in the appropriate circumstances. You shall also add Movely as “additional insured” with respect to the liability arising out of the Clients provided by Movely.

•To place all furniture and boxes where the Client wants;

•It needs to have vehicles for moving, and a valid insurance as well as other paperwork as per the Applicable Law. It shall also have drivers with valid licence for operating the vehicle;

• It will need to have sticker with Movely’s logo on the truck for identification purposes. Movely shall be responsible for providing such stickers;

•It will make sure that the staff hired by it is have all the necessary documents for their employment, and that such staff has a good background, with no criminal history

•It will make sure to inform Movely promptly if any of its staff have any criminal records. Failure of Moving Company to inform Movely in time and in the event Movely’s public image is damaged then Moving Company shall be liable for all the revenue that was lost and not realised.

•It will ensure that its staff is courteous with the Clients at all times, and does not misbehave with the Clients, steal or misappropriates or damages their Items or belongings;

•If multiple Client complaints are received against a certain staff, such staff must be removed by the Moving Company, at least from working on the jobs provided by Movely;

•It shall dispose of all packing materials unless the Client doesn't mind doing it;

•It will assemble the Items that Client request in working order;

•It will be responsible for the Items of the Client in its care;

•The staff of the Moving Company shall carefully provide the Services. Moving Company shall be liable for all the damage and loss suffered by the Clients and/or Movely, due to act, conduct, and negligence of Moving Company’s staff. In such cases, the Moving Company shall immediately, either fix the damage or pay for its cost to the Clients; and

•It will pack and unpack the Items, if requested by the Client.