ASTREATERMS OF SERVICEConflictsWe confirmthat Astrea has no conflictsof interest in respect of thismatter.Performance of the ServicesThe Services will be performed by our team, who typically work remotely.Should on-site work be required, we are open to discussing the necessaryarrangements. Please note that while we support legal processes, we do notprovide legal services as we are not a law firm.Project ScopeThe requiredservices to be provided are generally Data Hosting, eDiscovery consultingservices and electronic document management.You have agreed toprovide us with access to this data and written instructions with respect tothe manner in which you wouldlike this data to be organized and managed. As the project progresses, additional datamay be collected and processed, which will be subject to additional fees.Representations and WarrantiesYou represent andwarrant that you have obtained all necessary consents to upload data to oursystems or third-party servers, enabling us to perform the Services. Thisincludes consents required by law for the collection, use, and disclosure ofpersonal information, including sharing with Authorized Users, Astrea’s personnel, agents, contractors who are involved in providing eDiscovery Servicesor performing functions related tothe software maintenance or administration required for the provision ofeDiscovery Services.Our officesand personnel managingthis matter are basedin Toronto, Canada.Please note thatAstrea does not provide any express or implied warranties regarding theServices, including but not limited to uninterrupted service or the accuracy ofinformation, nor does Astrea provide any warranty in respect of any third-partymaterial or third-party material software. All such warranties are excluded tothe fullest extent permitted by law.Fees and PaymentThe fees forour Services are detailed in the attached Schedule A. A fee estimate for theinitial project scope has been provided in the attached Schedule B. As is normalpractice with all of our clients, a retainer of xxxx dollars ($xx.00) isrequired and will be applied to our final invoice. An invoice for this retaineris attached as Schedule C. Any residual funds will be returned to you. Disbursementsare payments we make to third parties to carry your matter forward. These mayinclude long-distance calls (where significant), out-of-town travel expenses,and all other reasonable out of pocket expenses, in all cases on a demonstratedcost basis without markup, and as approved by you in advance. The Client willbe responsible for paying the disbursements together with any applicable taxes.All pricingcontained herein is exclusive of HST and reasonable disbursements.*Fee estimatesare merely estimations of units and costs, and not an invoice. Estimates mayreflect an actual invoice but are meant only to be used as a guide orillustration of fees, as such no warranty or guarantee is offered or providedto you or the client. Should theproject be cancelled or paused or placed on hiatus, only monthly feesassociated with hosting the data shall apply.Limitation of LiabilityAstrea’s limitationof liability for any actions, damages, claims, fines, penalties, complaints, demands,suits, proceedings, liabilities, costs, expenses, or losses (collectively,“Claims”) in any way arising out of or relating to the servicesperformed hereunder are limited to an aggregate amount not exceeding thefees paid to Astrea under this engagement.SupportAny support istraditionally offered during normal business hours, being Monday through Friday 9:00 am – 5:00 pm EST. Support required outside of normalbusiness hours may be subject to additionalcharges. Support requestsshould be directedto TBarbiero@astrea-ediscovery.com or by textingor calling 647-339-8909.Representation of Other ClientsYou are awarethat Astrea eDiscovery represents many other companies and individuals. It ispossible that during the time that we are representing you, some of our presentor future clients in other matters will have disputes or transactions with you,or Astrea eDiscovery will be asked to represent a party to which you areadverse or competitive or is within your industry or otherwise providessimilar, tangential or analogous services to you. Except asoutlined above, you agree that we may continue to represent or may undertake inthe future to represent existing or new clients in any matter that is notsubstantially related to our work on a specific matter for you even if theinterests of such clients in those other matters are adverse to you, or you areadverse to those other clients generally and provided that there areappropriate safeguards in place to ensure that none of your confidentialinformation is used or accessible in respect of such other matter(s). Youshould know that it is our current practice with other clients to ask forsimilar agreements to preserve our ability to represent you.TerminationTo terminateor alter this engagement, we will requirethirty (30) calendar days’ notice and similarly, we will provide thirty (30)calendar days’ notice to you. Further, we reserve the right to terminate ourservices to you on 30 days’ noticefor good reasons which include butare not limited to: (a)if you fail to cooperate with us in any reasonable request; (b) if our continuing to act would be unethical or similarly inappropriate; (c)if you fail to pay our accounts when due or force majeure. Astrea’s representation of you in this matter will terminate upon Astreasending its final statement for services.ConfidentialityAstrea,including its employees, agents, subcontractors and representatives,acknowledges and agrees that any and all documents and information collected orprepared by Astrea pursuant to this Retainer Agreement, including informationor documents provided by the Client to Astrea, or produced by Astrea for theClient in the performance of the Services, including the subject matter,parties, and fact of the engagement (collectively the “Client Data”), isstrictly confidential. Astrea agrees to hold all Client Data in strictconfidence and to use Client Data solely for the purpose of fulfilling itsobligations under this Retainer Agreement.Astrea agreesto maintain the confidentiality of all Client Data and will not disclose theClient Data to any third parties, except with the Client’s written consent oras expressly permitted by this Agreement. Astrea shall implement and maintainappropriate technical and organizational measures to protect againstdisclosure, whether intentional or inadvertent, of the Client Data, as well asagainst unauthorized or unlawful access to or processing of the Client Data.The Clientunderstands that the Client Data may become subject to discovery pursuant toapplicable laws. However, until the Client Data is sought by summons or otherlegally binding court order, it will be maintained by Astrea as confidential.Unless prohibited by law, Astrea agrees to notify the Client promptly of any ofthe following events: (a) a request by anyone to examine, inspect, or copy suchdocuments or records; or (b) any attempt to serve, or the actual service of,any court order, or summons upon Astrea that requires the production of suchdocuments or records. The Clientacknowledges that certain of the Services may be performed by subcontractors toAstrea, including, but not limited to, Reveal (each a “Subcontractor” andcollectively, the “Subcontractors”). Astrea confirms and accepts that anySubcontractors are subject to the same confidentiality undertakings as thoseset forth in this retainer. Astrea further agrees that its retainers with thirdparties including the Subcontractors will include a confidentiality clausesubstantially similar to the one outlined above.Upontermination of this Retainer Agreement, or at any time upon the request of the Client,Astrea shall promptly return or destroy all Client Data, including all copies,extracts, and summaries thereof, in its possession or under its control, andcertify in writing that it has done so.Theobligations of confidentiality contained in this Retainer Agreement shallsurvive the termination or expiration of this Agreement.Privacy PolicyIn the course of the engagement, you may provideto us (and we may collect) personalinformation that is subject to applicable privacy protection laws. Onyour behalf, we will collect, use, or disclose that personal information forproviding the Services to you and for those purposes described in our PrivacyPolicy.Return and Disposal of DataUpon termination of this engagement, we will return or dispose of allClient data in accordance with your instructions. If no instructions areprovided, the data will be destroyed in a non-forensic manner at your expense.Breakdown in Internet Access You and yourClient(s) acknowledge and agree that Astrea does not provide any guarantees regarding Internet and telecommunication network access, including the capacity to transport data.Astrea does not guarantee uninterrupted or error-free access to its Services,the correction or defects, or complete security of the Services and will not beresponsible for any issues, delays or failures arising from the same.Interruptions and Major DisruptionsAstrea retains the right to interrupt its eDiscovery Servicesat any time in the event of issueswith its eDiscovery systems. It is understood that during such interruptions, Astrea may be unable to receive,collect, process, or provide accessto the Data, and the Client may be unableto access or utilize the Services.Astrea and variousthird parties or manufacturers of its software may from time to time makeupdates and changes to our eDiscovery Services, systems and or its software,including without limitation to improving or fixing the quality, delivery,experience, or performance of its Services.LegalObligationsIf Astrea isrequired by law, government regulation, subpoena, or other legal process toproduce documents or data or personnel as witnesses related to this Agreement,Client shall reimburse Astrea for the professional fees as set out in ScheduleA, including reasonable legal fees incurred in responding to such request,and related taxes.Entire AgreementThe entireagreement between you and us is comprisedof in this engagement letter.GoverningLawOurengagement with you is governed by, and is to be interpreted, construed andenforced in accordance with the laws of the Province of Ontario and the laws ofCanada applicable in Ontario, excluding any rule or principle of conflicts oflaw that may provide otherwise. Theparties irrevocably attorn to the jurisdiction of the Courts of Ontario, whichwill have non-exclusive jurisdiction over any matter arising out of thisagreement.