GTM-NFFL6X

AIRZONE ONE LTD. (AIRZONE) TERMS AND CONDITIONS FOR CONTRACTS

1. TERMS OF OFFER: The contents of this proposal remain the intellectual property of Airzone, and are intended for review purposes only. No waiver of moral rights is implied or intended. No one may distribute, or otherwise use for any purpose, the contents of the proposal without the express permission of Airzone. Information contained in this proposal is provided on a confidential basis only and may not be released to third parties. Any work or information resulting from this proposal will also be considered confidential and may not be released to third parties without the explicit written consent of the client.

Nothing in this agreement shall restrict the right of either party to disclose confidential or proprietary information that is ordered disclosed under judicial or other lawful governmental action, but only to the extent so ordered. If either party is ordered to disclose such information, such party agrees to give the other party written notice of receipt of the order forthwith. Such disclosure shall not result in any liability hereunder.

2. RIGHTS IN WORK PRODUCT: Any software or hardware developed in the course of work described in this proposal remains the property of Airzone unless explicitly stated as otherwise in the proposal.

3. COSTS: The cost estimates, if included in this proposal, are valid for a period of 60 days. Should the proposal not be accepted within that period of time, a revised cost estimate may be required.

4. SCHEDULE: The estimated project schedule, if included in this proposal, is valid for a period of 60 days. Should the proposal not be accepted within that period of time, a revised schedule may be required.

5. ADDITIONAL COSTS: Problems on site beyond our control, causing delays in project execution, may result in extra charges for professional time and equipment at the same rates as identified in our proposal. In general, senior consultants or scientists are charged at $120/hour, intermediate consultants or scientists at $100/hour and junior scientists or technicians at $80/hour.

6. INVOICING AND PAYMENT: Invoices are due upon presentation and are submitted on a monthly basis or at defined milestones for professional time and disbursements expended during the month as outlined in the proposal. Interest on overdue accounts is levied at the rate of 1.0%/month.

7. INDEMNIFICATION: Each party to this agreement shall indemnify and save harmless the other party from and against all claims, actions, losses, expenses, costs, or damages that the other party may suffer, sustain, or incur arising from the other party’s negligent acts or the negligence of the other party’s employees, directors, officers, consultants, sub-consultants or agents in the performance of this agreement.

8. TERMINATION OF SERVICES: The client may terminate the agreement for services by giving 30 days written notice to Airzone. Payment of all costs incurred up to the date of termination will become due and payable.

9. LIMITATION OF LIABILITY: Airzone’s work meets current professional standards. Airzone’s liability, and those of its employees, is limited to the scope of work described in the proposal. No other warranties are implied or expressed. Any report prepared by Airzone is for the sole benefit and exclusive use by the Client. If additional parties require reliance on this report, written authorization from Airzone will be required. The material in it reflects Airzone’s best judgment in light of the information available and the scope of work at the time of preparing the report. Any use which a third party makes of the report, or any reliance on or decision made based on it, are the responsibility of such third parties. Airzone accepts no responsibility for damages, if any, suffered by any third party as a result of decisions made or actions taken based on the report.

The results of this work will represent a reasonable review of the information available to Airzone within the established scope of work, work schedule and budgetary constraints. It is therefore possible that currently unrecognized contamination or potentially hazardous materials may exist at the site(s) and that the levels of contamination or hazardous materials may vary across the site(s). No warranty, expressed or implied, is given concerning the presence or level of contamination on the site(s). The conclusions and recommendations contained in any resultant report are based upon applicable legislation existing at the time the report was drafted and changes in the legislation may alter the conclusions and recommendations. Further, any discussion of regulatory implications is based on the applicable legislation existing at the time of drafting any conclusions. Airzone relies in good faith on information provided by others as noted and assumes the information provided by those individuals is both factual and accurate. Airzone accepts no responsibility for any deficiency, misstatement or inaccuracy resulting from the information provided by those individuals. In no event shall Airzone have any liability to the Client, its officers, directors or shareholders pursuant to this agreement for indirect, consequential, exemplary, special or punitive damages even if Airzone has been advised of the possibility of such damages.

10. FORCE MAJEURE: Airzone shall not be liable for failure to furnish the services hereunder if due to causes or conditions reasonably beyond the control of Airzone. Such causes shall include but not be limited to an act of God, a civil disturbance, terrorism or acts of terrorism, labor unrest, riots, acts of war, epidemics, governmental regulations imposed after the fact, fire, earthquakes, floods or other disasters. The performance of any obligation shall be delayed to the extent and for the period of time that Airzone is prevented from performing it by reason of the above-mentioned causes.

11. WAIVER OF BREACH: No wavier on behalf of any party of any breach of any term, condition, or provision of this agreement shall be effective or binding on such party unless the same shall be expressed in writing and any waiver so expressed shall not limit or affect such party’s rights with respect to any future breach of any term, condition, or provision of this agreement.