In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write the index where the answer starts. If multiple answers seem to exist, write the index of the answer that is the most plausible. If multiple indices must be used to answer the question, the output should be a common separated list of indices.
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Question: VIRTUAL ITEM PROCESSING SYSTEMS, INC. 2525 Northwest Expressway, #105   Oklahoma City, Oklahoma 73112

OUTSOURCING AGREEMENT   BETWEEN   VIRTUAL ITEM PROCESSING SYSTEMS, INC.   And   BROKERS NATIONAL LIFE ASSURANCE COMPANY

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OUTSOURCING AGREEMENT   This Outsourcing Agreement ( Agreement) is executed as of this 1 st  day of May 2006, by and between Virtual Item Processing Systems, Inc. (VIP), with its principal place of office at 2525 NW Expressway, Suite 105 Oklahoma City,  Oklahoma 73112, and Brokers National Life Assurance Company (BNL), with its principal place of office at 7010 Hwy. 71 W., Suite 100, Austin, Texas 78735.   WHEREAS, VIP is engaged in the business of providing Electronic Data Processing services (EDP Services) and related consultation and services to insurance companies pursuant to computer software systems developed and owned by VIP , (the VIP System);   WHEREAS, BNL is an insurance company domiciled in the State of Arkansas and licensed to do business in numerous additional states; and   WHEREAS, VIP desires to provide EDP Services to BNL; and   WHEREAS, BNL desires to obtain EDP services from VIP for the processing and administration of its insurance policies;   NOW, THEREFORE, in consideration of the above premises and in consideration of other good and valuable consideration, the receipt and sufficiency is hereby acknowledged, the parties agree as follows:   1. PURCHASE OF EQUIPMENT.  BNL at its expense shall obtain, install, maintain and upgrade as necessary any and all hardware, software, data and telephone lines, other communications equipment and any other equipment (hereinafter collectively referred to as the Equipment) which it determines is necessary to allow it to use and access the VIP System pursuant to the terms of this Agreement. Such Equipment shall be fully compatible with the VIP System. VIP will provide BNL such information as is reasonably necessary to allow BNL to acquire all such Equipment which meets the requirements of this paragraph. If requested by BNL and at BNL's expense, VIP shall inspect all such Equipment and acknowledge its compatibility in writing prior to its use with the VIP System.   2. VIP's EQUIPMENT AND SERVICES.   A. During the term of this Agreement, VIP shall provide BNL such access as necessary to the VIP System to allow BNL to attach one data communication line and up to seventy (70) addressable data communications devices to said VIP System. Should BNL desire to attach additional communication lines or additional communication devices to the VIP System, BNL shall pay to VIP the additional fees set forth in paragraph 5(F) of this Agreement.   B. VIP, at its sole discretion and expense, may, but is not obligated to, make appropriate enhancements to the VIP System. Any such enhancements shall be deemed to be included in the EDP Services and VIP System to be provided to BNL, whether developed by VIP before or during the time when services are to be provided by VIP pursuant to this Agreement. During the term of this Agreement, VIP shall be responsible at its expense for the proper maintenance and documentation of the VIP System.     3 .SCHEDULED AND UNSCHEDULED DOWN TIME. BNL acknowledges that there will be scheduled downtime for the routine preventive maintenance of VIP's System performed by either VIP or its vendors. VIP shall give BNL reasonable advance notice of all such scheduled downtime. BNL further acknowledges that there will also be unscheduled down-time that might occur as a result of electrical power failures and equipment failures and other acts outside of the control of VIP as contemplated in paragraph 16(J). In the event that any such down-time extends for more than two (2) consecutive working days, VIP, at its expense, will make available to BNL access to a backup facility designated by VIP for the continued processing of BNL's business. To ensure that a backup facility will be available in

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  case of such a failure, VIP will maintain disaster and/or business interruption insurance adequate to establish alternate site processing, as provided for in paragraph 12(A) of this Agreement.   4. INCLUDED SERVICES IN THE VIP SYSTEM. It is agreed and understood by BNL that:   A. It has reviewed and inspected the VIP System existing as of the Effective Date of this Agreement, which VIP System includes (i) a New Business System, (ii) a Policy Administration System, (iii) an Agency Administration System, (iv) a Financial  Administration System. (v) a Claims System, (vi) a Vendor Provider System, (vii) a Transaction Tracking System and (viii) a Mail Tracking System;   B. Such VIP System as identified in paragraph 4(A) is adequate to meet the needs of BNL;   C. VIP shall provide EDP Services to BNL for such Initial Policies and policies identical thereto and renewals thereof by the use of such VIP System existing as of the Effective Date of this Agreement, except as such VIP System may be modified from time to time by VIP , at the discretion of VIP;   D. BNL has reviewed the security system (Security System) included in the VIP System existing as of the Effective Date of this Agreement;   E. BNL acknowledges and agrees that such Security System is adequate to protect the confidential information and data of BNL processed by the VIP System;   F. BNL, throughout the term of this Agreement, shall be solely responsible for choosing, implementing and utilizing any or all of such of the security measures and protections offered by said Security System for the use of or access to the VIP System by any of its officers, directors, shareholders, employees and agents;   G. VIP shall not have any duty to either monitor or enforce such security measures and protections chosen, implemented or utilized by BNL; H.

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BNL shall be solely responsible for any acts or omissions of any of its officers, directors, shareholders, employees and agents;   I. Notwithstanding anything to the contrary in this Agreement, VIP at any time during the term of this Agreement may change the platform upon which the VIP System is operated and through which the EDP Services are provided to BNL by VIP under this Agreement. Before VIP shall make such platform change VIP shall give BNL prior reasonable written notice of such change, and VIP's warranties under this Agreement shall continue notwithstanding such change and VIP agrees to pay any cost created for or imposed on BNL for equipment, training or similar matters arising from such change.   5. PAYMENTS TO VIP.     A. For EDP Services provided pursuant to this Agreement, BNL will pay to VIP the charges set forth in the Payment Schedule attached hereto as Schedule B: provided however and notwithstanding anything to the contrary herein. The minimum monthly fee shall not be less than five thousand dollars ($5,000) per month (as applicable, Minimum Fee).     B. For any additional VIP Services provided hereunder, BNL will pay to VIP the charges set charges set forth in the Payment Schedule attached hereto as Schedule A.     C. The fees due hereunder are subject to the following provisions:   1. The fee for each new policy submitted into the VIP System is set forth in Schedule B.   2. VIP will process all policies that have thirteen (13) or more months expired from their original policy date at the annual rates set forth in Schedule B. with a separate fee for each renewal base policy and each rider, for each plan, prorated to the actual number of months each policy is represented to be in force on the VIP System. Such representation of policy status includes the grace period and Late payment offer that each policy may enjoy and in which case exceeds a time frame not bound by each policy's actual paid for period. The payment amount for each group of policies in a rate category will be calculated by determining the actual number of policies and riders in force that are included in the rate category, as set forth in Schedule B at the end of each calendar month and then multiplying the number of policies by the base policy renewal amount and the number of riders by the rider renewal amount then adding the totals together and dividing the resulting amount by twelve (12). The amounts calculated for all rate categories are added together and this amount is the fee payable in advance at the beginning of the month.   3. VIP shall not be obligated to process any amended policies or new products that

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are written or acquired by BNL unless and until the parties hereto have mutually executed a written addendum to this Agreement modifying Schedule B to include the fees for any such products.     D. Any sum due VIP hereunder for which a time for payment is not otherwise specified will be due and payable within ten (10) days after the date of the postmark for an invoice therefor from VIP. If BNL fails to pay any amount due within ten (10) days from the date of the postmark for the invoice, late charges of 1-1/2% per month, or the maximum amount allowable by law, whichever is less, shall also become payable by BNL to VIP.     E. In addition to the communication line and devices which BNL is authorized to attach to the VIP System pursuant to paragraph 2 of this Agreement, BNL may, for the monthly fee(s) hereinafter set forth, attach additional communication lines or the following devices to the VIP System. The monthly fee(s) for such additional lines) or devices is as follows:   1. each communication line and adapter $200,   2. each visual station whether CRT, PC or similar device $25, 3. each addressable printer under 299 lines per minute (LPM) $25   4. each addressable printer over 299 LPM $150.   F. There are certain other expenses which are directly related to VIP's performance of this Agreement that are directly billable by VIP and payable by BNL. The purpose and intent of this provision is not to describe all contemplated charges covered by this provision, but rather to identify some of the charges that may fall into this category . Such charges include but are not limited to the following:     1. Cost of all business forms, continuous or non-continuous used by BNL;     2. All telephone calls initiated on behalf of BNL business and operations;   3. All travel, food and lodging expenses incurred by VIP personnel related to the performance of this Agreement, subject to BNL's prior written approval;   4. All postage and shipping expenses for materials used by BNL;   5. All expenses incurred for computer output micro-film COM which is contracted by VIP with a service bureau independent of VIP , subject to BNL' s prior written approval;   6. Any other charges directly related to BNL ' use or benefit of the VIP System pursuant to this Agreement is subject to BNL ' prior written approval.   G. All sums due under this Agreement are payable in U.S. dollars.   6. PROPRIETARY AND RELATED RIGHTS.

A. CLIENT DATA. Any original documents or files provided to VIP hereunder by BNL (BNL Data) are and shall remain BNL's property and, upon the termination of this Agreement for any reason, such BNL Data will be returned to BNL by VIP, subject to

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the terms hereof. Subject to paragraphs 4(F) and (G), VIP agrees to make the same effort to safeguard such BNL Data as it does in protecting its own proprietary information. BNL Data will not be utilized by VIP for any purpose other than those purposes related to rendering EDP Services to BNL under this Agreement, nor will BNL Data or any part thereof be disclosed to third parties by VIP , its employees or agents except for purposes related to VIP's rendering ofEDP Services to BNL under this Agreement or as required by law, regulation, or  order of a court or regulatory agency or other authority having jurisdiction thereover. Notwithstanding the foregoing, VIP shall have the right to retain in its possession all work papers and files prepared by it in performance of EDP Services hereunder which may include necessary copies of BNL Data. VIP shall have access to BNL Data, at reasonable times, during the term of this Agreement and thereafter for purposes related to VIP's 'rendering of EDP Services to BNL pursuant to this Agreement, or as required by law, regulation or order of a  court or regulatory agency or other authority having jurisdiction thereover. Notwithstanding the foregoing, the confidentiality obligations set forth in this paragraph will not apply to any information which (i) is or becomes publicly available without breach of this Agreement, (ii) is independently developed by VIP outside the scope of this Agreement and without reference to the confidential information received under this Agreement, or (iii) is rightfully obtained by VIP from third parties which are not obligated to protect its confidentiality.   7. TERMINATION FOR CAUSE. This Agreement may be terminated by the non- breaching party upon any of the following events:   A. In the event that BNL fails to pay any sums of money due to VIP hereunder and does not cure such default within thirty (30) days after receipt of written notice of such nonpayment from VIP , provided that if BNL notifies VIP in writing that BNL disputes a billing and BNL pays any undisputed portion of such billing VIP shall not institute formal proceedings by arbitration or judicial review or terminate this Agreement with respect to such disputed billing until after VIP has afforded BNL an opportunity for a meeting to discuss such dispute.   B. In the event that a party hereto breaches any of the material terms, covenants or conditions of this Agreement (other than a breach under paragraph (A) above) and fails to cure the same within thirty (30) days after receipt of written notice of such breach from the non-breaching party.   C. In the event that a party hereto becomes or is declared insolvent or bankrupt, is the subject of any proceedings relating to its liquidation, insolvency or for the appointment of a receiver or similar officer for it, makes an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations or admits of its general inability to pay its debts as they become due.   D. In the event of termination under this section, VIP will give BNL, at its request and

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direction, such copies of BNL data maintained on the VIIP system in a format and in a manner as designated by BNL. BNL shall pay a fee to VIP for preparing such data. Such fee shall be $100 per hour for programming time and $150 per hour computer processing time.   8. INDEMNIFICATION.   A. BNL agrees to indemnify, defend and hold VIP and its officers, directors, stockholders, employees, agents and representatives harmless from any and all claims, actions, damages, liabilities, costs and expenses reasonable attorneys' fees and expenses arising out of or relating to (i) any acts or omissions of BNL pertaining to the EDP Services, including without limitation any breach of this Agreement by BNL or (ii) any information provided by or on behalf of, or any instruction, approval or decision by, BNL pertaining to the EDP Services relied upon by VIP .   B. VIP shall indemnify, defend and hold BNL and its officers, directors, stockholders, employees, agents and representatives harmless from any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys' fees and expenses, arising out of any third party claims of infringement of any United States patents, or a trade secret, or any copyright, trademark, service mark, trade name or similar proprietary rights alleged to have occurred related to VIP's providing of EDP Services pursuant to this Agreement or relating to the VIP System used in providing such EDP Services.   C. Subject to the limitations set forth in paragraphs 9(E), 9(F) and 9(G) of this Agreement and not including the claims covered by paragraph 8(B) of this Agreement, VIP shall indemnify, defend and hold BNL and its officers, directors, stockholders, employees, agents and representatives harmless from any and all claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys' fees and expenses, arising out of or relating to (i) any acts or omissions of VIP pertaining to the EDP Services, including without limitation any breach of this Agreement by VIP , or (ii) any information provided by or on behalf of, or any instruction, approval or decision by, VIP pertaining to the EDP Services relied upon by BNL.   D. The provisions of this paragraph 8 shall survive the termination of this Agreement.   9. VIP REPRESENTATIONS AND WARRANTIES: DISCLAIMER: LIMITATIONS.  In  addition to the other obligations of VIP under this Agreement VIP represents, warrants and covenants to BNL both at the execution of this Agreement and at all times during the term of this Agreement that:   A. VIP is and will remain duly organized and validly existing as an Oklahoma corporation (or another state) authorized to engage in the business of providing EDP Services to its customers;

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B. VIP is not a party to or otherwise subject to any note, debenture, shareholder agreement or other contractual arrangement, Order, Judgment Decree or Adjudication which prohibits any act or conduct of VIP contemplated by this Agreement or which would cause VIP to be in violation of or default respect thereto;   C. VIP owns all necessary rights and interests in and to the VIP System and related programs to fulfill its obligations under this Agreement. The VIP System does not infringe on any United States patent or any trade secret, copyright, trademark, service mark, trade name or similar third party proprietary right; and   D. VIP warrants that all EDP Services shall be performed in a prompt and workmanlike manner. Furthermore, the VIP System contains no programming condition which will limit the VIP System's use after a period of time elapses (such as a fixed calendar limit) and thus thereafter prevent BNL ' s use of the VIP System without further maintenance.   E. Except as set forth in paragraphs 9(a) through 9(d) inclusive of this agreement, with respect to its EDP services or other work provided under this agreement, VIP makes no warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose except as set forth in paragraphs 9(a) through 9(d) inclusive of this agreement, VIP does not warrant that the services shall meet BNL's requirements or that the services shall be uninterrupted or error-free.   F. Limitation of liability. VIP shall have no liability with respect to its obligations under this agreement or otherwise for consequential, exemplary, special, indirect, incidental or punitive damages even if it has been advised of the possibility of such damages in any event, other than claims covered by paragraph 8(b) or paragraph 6(a) of this agreement (which claims are excluded from this paragraph 9(f) limitation), the liability of VIP to BNL for any reason and upon any cause of action or claim in contract, tort or otherwise shall be limited to the amount paid by BNL to VIP in the twelve (12) month period prior to the accrual of the action or claim for the specific service which is the subject of the action or claim (or, if such accrual occurs during the first twelve (12) months of the initial term, then the liability shall be limited to the minimum fees payable by BNL to VIP during the first twelve (12) months of the initial term). except for the claims excluded by the preceding sentence, this limitation applies to all causes of action or claims in the aggregate including without limitation breach of contract, breach of warranty, negligence, strict liability, misrepresentation and other torts. BNL and VIP acknowledge and agree that the limitations and exclusions contained herein represent the parties' agreement as to the allocation of risk between the parties in connection with VIP's obligations under this agreement. the payments payable to VIP in connection herewith reflect this allocation of risk and the exclusion of consequential damages in this agreement.   G. Notwithstanding anything to the contrary in this Agreement, VIP shall not be liable in

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any manner to BNL for any costs, expenses, injury or damages of any kind or nature which are caused by any of the following:   1. The failure of computer hardware which are not covered by the standard warranties and indemnification's of such manufacturers;   2. Software designated and supplied by the computer hardware supplier; or by software designed and implemented by other parties at BNL' request for which the integrity of said software is BNL' sole responsibility;   3. Erroneous data input or otherwise provided by BNL and/or failure of BNL to monitor and for the failure of BNL to respond to the auditing controls of the system;   4. A breach by BNL of any of the terms, covenants, representations or conditions of this Agreement;   5. The failure by BNL to report to VIP in writing an error within a reasonable time after BNL discovers or reasonably should have discovered such error.   10. COVENANTS AND REPRESENTATIONS OF BNL.  In addition to the other obligations of BNL under this Agreement BNL covenants and warrants to VIP both at the execution of this Agreement and at all times during the term of this Agreement that:   A. It is and will remain a duly organized and validly existing corporation and insurance company under the laws of the State of Arkansas (or another state) and is otherwise authorized to do business in the State of Arkansas;   B. It holds and will continue to hold all permits, licenses and other governmental authorization necessary for it to conduct its insurance business; and   C. It is not a party to or otherwise subject to any note, debenture, shareholder agreement or other contractual arrangement, Order, Judgment, Decree of Adjudication which prohibits any act or conduct of BNL contemplated by this Agreement or which would cause it to be in violation of or default with respect thereto.   BNL acknowledges that BNL, and not VIP, has the responsibility for compliance with the maintenance and environmental standards for the operation of the on-site user Equipment specified in paragraph 1.





11. BNL LIMITATION OF LIABILITY.  BNL shall have no liability with respect to its obligations under this agreement or otherwise for consequential, exemplary, special, indirect, incidental or punitive damages even if it has been advised of the possibility

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of such damages. in any event, other than claims covered by the next sentence, the liability of BNL to VIP for any reason and upon any cause of action and claim in contract, tort or otherwise shall be limited to the amounts paid by BNL to VIP in the twelve (12) month period prior to the accrual of the action or claim for the specific service which is the subject of the action or claim (or, if such accrual occurs during the first twelve (12) months of the initial term, then the liability shall be limited to the minimum fees payable by BNL to VIP during the first twelve (12) months of the initial term) claims by VIP for the minimum fees and other fees and expenses owing by BNL under paragraphs 5, 15(a) and 15(c), or for a breach by BNL of VIP's proprietary rights as set forth in paragraph 13 are excluded from this paragraph II limitation except for the claims excluded by the preceding sentence, this limitation applies to all causes of action or claims in the aggregate including without limitation breach of contract, breach of warranty, negligence, strict liability, misrepresentation and other torts.  VIP and BNL expressly acknowledge and agree that the limitations and exclusions contained herein represent the parties' agreement as to the allocation of risk between the parties in connection with BNL's obligations under this agreement the payments payable to VIP in connection herewith reflect this allocation of risk and the exclusion of consequential damages in this agreement.   12. VIP OBLIGATION. During the term of this Agreement, in addition to its other obligations set forth in this Agreement, VIP shall:   A. Maintain property insurance in an amount sufficient to replace or reconstruct the hardware, software, data and facilities necessary for VIP to operate the VIP System and otherwise provide the EDP Services set forth in this Agreement and, upon written request, shall provide BNL with evidence of the coverage, including all applicable limits and conditions, and, upon written request, shall provide BNL with evidence of all renewals, cancellations, expirations or modifications of the coverage;   B. Update on a daily basis, sets of back-up data files for the BNL Data in the VIP System at an off-site location and/or fire-proof safe that provides for its safety from destruction or theft. BNL will pay its prorata share based upon the number of the total users of the VIP System of the cost of storage and/or transportation of back-up data files to and from the storage facility;   C. At BNL' s option and sole expense, micro-film, all reports or other records as so designated by BNL and store the same in a safe facility on or off the operational location of VIP;   D. Except in instances beyond VIP's reasonable control under paragraph 16(J) or as provided in paragraph 3, ensure the availability of the VIP system for BNL ' use at least during the hours of7:00 a.m. through 5:00 p.m. (central time) each day Monday through Friday.   13. OWNERSHIP OF THE VIP SYSTEM. The VIP System and related programs

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(including software in connection herewith), are and shall at all times remain the sole and exclusive property of VIP. During the term of this Agreement or any extension thereof, BNL shall have a non-exclusive license to use the VIP System on-line as designated by VIP. BNL shall not use the VIP System except as authorized by this Agreement Upon the expiration or earlier termination of this Agreement, neither BNL nor any third party shall have any further right to use the VIP System after the retrieval of the BNL data pursuant to paragraph 6(A) of this Agreement.   14. ADDITIONAL SERVICES.   A. Subject to the terms of paragraph 14(C), and for the sums set forth in paragraph 14(B) hereof, VIP , during the term of this Agreement, agrees to provide the following added services to BNL upon request:   1. All consultation, systems development, conversion services, programming, debugging and testing of software, hardware, and for other services other than the VIP System and which are unique to BNL products and/or method of doing business;   2. All machine time used in connection with systems development, conversion services, programming, debugging and testing of software, hardware and other vendor services which are unique to BNL products and/or method of doing business;   3. Assistance of VIP in connection with the termination of either parties of its services under this Agreement and the implementation of EDP service by BNL with another data processing company;   4. Additional processing resulting from changes in regulatory requirements;   5. Special, unscheduled, and/or non-standard system application processing;   6. Bank draft processing.   B. VIP will provide BNL the above enumerated additional services at the hourly rates set forth in Schedule A Schedule of Charges and Fees for Additional Services, for the initial twelve (12) months of this Agreement. After the initial twelve months of this Agreement, VIP may adjust the rates in Schedule A to VIP's then current standard rates for such services, provided that it provides BNL with notice of any such adjustment not less ~han thirty (30) days prior to any such adjustment and that such rates shall not increase by more than ten ( 10% ) percent per year .   C. VIP performance of such additional services for BNL is subject to availability of resources and the development of a schedule for delivery of such services which is agreeable to both parties. VIP agrees to make a best effort attempt to develop the required schedules with BNL.

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15. TERM.   A. The initial term (Initial Term) of this Agreement shall be for one year commencing on the 1st day of May, 2006 (Effective Date). Payments under this Agreement by BNL shall commence as provided in paragraph 5(A) hereof.   B. Unless either party gives written notice to terminate this Agreement at least six (6) months prior to the end of said Initial Term, this Agreement shall continue on a year to year basis (Extended Term(s)) until terminated by either party by giving written notice of termination thereof to the other party at least six (6) months prior to the end of the then current Extended Term.   C. However, if, after the Initial Term, BNL terminates this Agreement during an  Extended Term by giving less than six (6) months notice, in addition to any other sums due VIP under this Agreement, BNL shall pay to VIP a cancellation fee equal to the greater of (i) the Minimum Fee multiplied by the remaining number of months in the then current term, (ii) the average of the monthly billings for the six (6) month period immediately preceding the date upon which the notice of termination is received by VIP from BNL multiplied by the remaining number of months in the then current term or (iii) thirty thousand dollars ($30, 000).   E. From and after notice of termination is received by VIP, any new reports or other services provided by VIP other than routine processing services which have been done for BNL under this Agreement shall be deemed to be additional services and shall be performed by VIP at VIP's then current rates for such termination services as specified on Schedule A.   F. Upon termination or expiration of this Agreement, BNL shall return all software and related manuals, if any, provided by VIP to BNL during the term of this Agreement.   16. MISCELLANEOUS.   A. ADVERTISING. During the term of this Agreement BNL consents to the use of the name of BNL by VIP in identifying BNL as a client, in advertising, publicity, or similar materials distributed to prospective clients. Except as set forth in this paragraph 16(A), the terms of this Agreement shall be kept confidential.   B. AMENDMENTS. No amendment, change, waiver, or discharge hereof shall be valid unless in writing and signed by an authorized representative of the party against which such amendment, change, waiver, or discharge is sought to be enforced. Any provision  of BNL' purchase' order or other request for services shall not bind VIP. VIP's failure to object to any such provision shall not be construed as a waiver of the terms and conditions of this Agreement nor as acceptance of any such other provision(s).

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C. ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or its breach, or its validity or interpretation, except claims for injunctive relief and claims involving necessary third parties who refuse to participate, shall be settled by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association ( AAA) subject,  however, to the following:   1. The location for the arbitration shall be at such location reasonably designated by the arbitrators.   2. Such arbitration shall be heard and determined by a panel of three (3) arbitrators in accordance with the then current rules or regulations of the AAA relating to commercial disputes. One arbitrator shall be appointed by each party to serve on the panel. One neutral arbitrator shall be appointed by the AAA and shall serve as chairperson of the three arbitrator panel. Such neutral arbitrator shall be an attorney with experience in handling disputes relating to the providing of out sourced electronic data processing services.   3. The arbitration award shall be binding on the parties and may be enforced in any court of competent jurisdiction.   4. The prevailing party in such arbitration shall be entitled to recover its reasonable attorneys' fees and costs incurred in such arbitration proceeding.   D. ASSIGNMENT. Neither party to this Agreement shall assign, subcontract, or otherwise conveyor delegate its rights or duties hereunder to any third party without the prior written consent of the other party hereto, such consent not to be unreasonably withheld.   E. ATTORNEY FEES. In the event that litigation is instituted between the parties in connection with any controversy or dispute arising out of or relating to this Agreement, the prevailing party in such litigation shall be entitled to recover its reasonable attorney fees and costs.   F. BINDING. This Agreement is binding on, and shall inure to the benefit of VIP, BNL and their respective successors and assigns.   G. CHOICE OF LAW. This Agreement and performance hereunder shall be governed by the laws of the State of Oklahoma without regard to conflict of laws. Subject to the requirement for arbitration under paragraph 16(C), VIP and BNL hereby agree on behalf of themselves and any person claiming by or through them that jurisdiction and venue for any litigation arising from or relating to this Agreement shall be in the appropriate federal or state court located in Austin, Texas, or in Oklahoma City, Oklahoma, and that any arbitration shall be conducted in the location selected pursuant to paragraph 16(C)(1).

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H. COUNTERPARTS. This Agreement may be executed in several counterparts, all of which taken together shall constitute one single agreement between the parties hereto.   I. ENTIRE AGREEMENT. This Agreement, including any Schedules referred to herein or attached hereto, each of which is incorporated herein for all purposes, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and no prior or contemporaneous representations, inducements, promises, or agreements, oral or otherwise, between VIP and BNL with reference thereto shall be of any force or effect.   J. FORCE MAJEURE. Notwithstanding anything to the contrary in this Agreement, but except to the extent provided in paragraph 2, VIP shall not be liable to BNL for any delay or failure to perform any of the EDP Services or other obligations set forth in this Agreement due to cause(s) beyond its reasonable control, including, without limiting the generality of the foregoing, (i) accidents, (ii) acts of God, (iii) labor disputes, (iv) BNL's failure to submit data or information in the prescribed form or in accordance with the agreed upon schedules; (v) special requests, outside the VIP Systems' functions routinely utilized by BNL, by BNL or any governmental agency authorized to regulate or supervise BNL or any authority having jurisdiction over BNL; (vi) BNL's failure to provide any equipment, software, facility or performance called for by this Agreement, and the same is necessary for VIP's performance hereunder, (vii) BNL's material breach of any of the terms, covenants, or representations set forth in this Agreement or (viii) the actions of any government agency or common carrier or other third party over whom VIP has no control. Performance times shall be considered extended for a period of time equivalent to the time lost because of such delay.   K. HEADINGS. The paragraph headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.   L. INDEPENDENT CONTRACTOR. VIP and BNL are strictly independent contractors. Neither party has the right to bind the other in any manner, and nothing in this Agreement shall be interpreted to make either party the agent or legal representative of the other or to make the parties joint venturers or partners.   M. LIMIT A TIONS OF ACTIONS. Any claim of action of any kind which one party to this Agreement may have against the other party relating to or arising out of this Agreement must be commenced within two (2) years from the date such claim or cause of action shall have first accrued. N. NOTICES. Any notice provided pursuant to this Agreement, if specified to be in writing, shall be in writing and shall be deemed given (i) if by hand delivery, upon receipt thereof (ii) if mailed, three (2) days after deposit in the United States mails, postage prepaid, certified mail return receipt requested, or (iii) if by next day delivery service, upon such delivery .All notices shall be addressed to a party at the address first set forth above or at such other address as either party may in the future specify in writing to the other .

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0. SERVICES FOR OTHERS. BNL understands and agrees that VIP may perform for third. parties similar services using the same personnel, subject to VIP's confidentiality obligations hereunder, and that VIP may utilize such personnel for rendering services for BNL hereunder.   P. SEVERABILITY. If any provision of this Agreement shall be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and each remaining provision shall be valid and enforceable to the fullest extent permitted by law.   Q. SURVIVAL. All provisions of this Agreement relating to confidentiality and indemnity shall survive the termination of this Agreement.   R. NO THIRD PARTY BENEFICIARY.  No third party is intended to be nor shall any such third party be deemed to be a third party beneficiary of this Agreement nor shall any third party acquire any rights or remedies under or through this Agreement.   S. WAIVER, Any waiver by a party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of that provision itself or a waiver of any other right(s) under this Agreement.   The parties agree and acknowledge that they have read this Agreement. The persons signing below on behalf of the respective parties represent and warrant that they have the authority to bind the party on which behalf they have executed this Agreement. This Agreement is executed on the dates shown below and effective as of the Effective Date identified above.   VIRTUAL ITEM PROCESSING SYSTEMS INC.  BROKERS NATIONAL LIFE ASSURANCE COMPANY

      /s/ David A. Siekman       /s/ Barry N. Shamas By: _____________________________________ By: _________________________________ David A. Siekman     Barry N. Shamas President      Executive Vice President     May 17, 2006      May 18, 2006 Date: ___________________________________ Date: _______________________________

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SCHEDULE A   SCHEDULE OF CHARGES AND FEES   FOR ADDITIONAL SERVICES   SYSTEMS AND PROGRAMMING SERVICES     HOURLY RATE   1. CONSULTATION         $100.00   2. SYSTEMS DEVELOPMENT        100.00   3. SYSTEMS REQUIREMENTS DEFINITION      100.00   4. SYSTEMS ANALYSIS         100.00   5. COMPUTER PROGRAMMING:   SENIOR ANALYST         100.00 JUNIONANALYST         85.00   COMPUTER TIME FOR SYSTEM DEVELOPMENT 6. COMPUTER CHARGED TIME        $150.00 TERMINATION SERVICES   7. CONSULTATION          $100.00   8. PROGRAMMING          $185.00   9. COMPUTER CHARGED TIME        $250.00   ADDITIONAL REGULATORY PROCESSING   10. COMPUTER CHARGED TIME        $150.00   SPECIAL OR NON-STANDARD APPLICATION PROCESSING   11. COMPUTER CHARGED TIME        $150.00   EDUCATION AND HELP   12. EDUCATION: IN VIP OFFICES       $ 50.00   13. EDUCATION: ON-SlTE         90.00   14. PROCEDURAL HELP VIA TELEPHONE       50.00   BANK DRAFTS         UNIT RATE   15. BANK DRAFT PROCESSING (PER DRAFT)      $ .06

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  SCHEDULE B   SCHEDULE OF PROCESSING FEES   PLAN NAME   OF CATEGORY   All BNL Plans   Fee = $.305/per policy per month 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

Answer: 24214


Question: EXHIBIT 4.1 CONSULTING AGREEMENT THIS AGREEMENT is dated for reference the 1st day of February, 2020 (the Effective Date). BETWEEN: CORAL GOLD RESOURCES LTD., a company duly incorporated pursuant to the laws of the Province of British Columbia and having its head office at Suite 900 - 570 Granville Street, Vancouver, British Columbia V6C 3Pl (the Company) AND: INTERMARK CAPITAL CORP., a company duly incorporated pursuant to the laws of the Province of British Columbia and having an office at Suite 900 - 570 Granville Street, Vancouver, British Columbia V6C 3PI (the Consultant) WHEREAS: A. The Company is a mining and exploration company, whose common shares are listed on the TSX Venture Exchange and OTCQX;

B. The Consultant provides management and financial consulting services to exploration and development companies, and the principal shareholder of the Consultant, David Wolfin (the Principal), has been the President and Chief Executive Officer and a director of the Company; and

C. The Company wishes to engage the management and financial services of the Consultant, and the Consultant wishes to be engaged by the Company, to perform the functions of a management consultant to the Company as set forth herein below. NOW THEREFORE, in consideration of the premises and the covenants and agreements of the parties hereto as hereinafter set forth, and for other good and reliable consideration, the sufficiency of which is hereby acknowledged by the parties, the parties hereto covenant and agree as follows: 1. ENGAGEMENT OF CONSULTANT

1.1 The Company hereby appoints and engages the Consultant as a consultant with respect to the Services (as defined below) and the Consultant hereby accepts such appointment and engagement by the Company, all upon and subject to the terms and conditions of this Agreement.

2. SERVICES OF CONSULTANT

2.1 During the Term (as defined below), the Consultant shall provide to the Company advisory and consulting services as more particularly set forth in Schedule A or as the Company may request from time to time (collectively, the Services).

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2.2 The Consultant shall at all times and in all respects do its utmost to enhance and develop the business interests and welfareof the Company.

2.3 The Consultant shall be subject to such supervision as may be imposed by the Company in its sole discretion, and the Consultant shall furnish regular reports and any other data and information relating to the Services as may, from time to time, be requested by the Company.

2.4 The Consultant shall provide its services to the Company.

3. FEES

3.1 The Company will pay the Consultant basic remuneration for its services in the sum of $10,000 per month (the Consulting Fee) commencing on the 1st day of February, 2020, and payable on the last day of each month thereafter up to and including the 31st day of January, 2025, together with any such increments thereto as the Compensation Committee of the Board of Directors of the Company may from time to time determine. In addition, the Company will pay to the Consultant all reasonable expenses of the Consultant as agreed to from time to time which are incurred by the Consultant in delivery of the Services, based on monthly invoices submitted to the Company, including copies of all paid receipts; plus harmonized sales taxes or goods and services taxes, as the case may be, in addition to the Consulting Fees, which taxes will be remitted by the Consultant to the Canada Revenue Agency.

4. TERM AND RENEWAL

4.1 During the term of this Agreement, the Consultant shall provide its Services to the Company through its Principal, and the Consultant shall ensure that the Principal will be available to provide such Services to the Company in a timely manner.

4.2 The term of this Agreement is for a period of five (5) years (the Term) commencing on the Effective Date and, unless terminated earlier in accordance with the termination provisions of this Agreement, ending on January 31, 2025.

5. TERMINATION

5.1 This Agreement can be terminated at any time prior to the expiry of the Term, as follows: (a) by the Consultant electing to give the Company not less than 3 months prior notice of such termination;

(b) by the Company electing to give the Consultant 3 months prior notice of such termination along with a termination payment equal to the annual Consulting Fee;

(c) by the Consultant electing to give the Company notice, in the event that there occurs a Change of Control (as defined below) within six (6) months of the effective date of such Change of Control, and if the Consultant so elects to terminate this Agreement, then the Consultant will be immediately entitled to a termination payment equal to CDN$750,000; and

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(d) For the purpose of this clause, a Change of Control shall be deemed to have occurred when: (i) any person, entity or group becomes the beneficial owner of 20% or more of the combined voting power of the Company's then outstanding voting securities entitled to vote generally in the election of directors, and such person, entity or group uses such effective voting control to change a majority of the Board of Directors of the Company, either all at once or through any series of elections and appointments when considered together; or

(ii) completion of the sale or other disposition by the Company of all or substantially all of the Company's assets or a reorganization or merger or consolidation of the Company with any other entity or corporation, other than: (A) a reorganization or merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent, either by remaining outstanding or by being converted into voting securities of another entity, more than 50.1 % of the combined voting power of the voting securities of the Company or such other entity outstanding immediately after such reorganization or merger or consolidation; or

(B) a reorganization or merger or consolidation effected to implement a recapitalization or reincorporation of the Company (or similar transaction) that does not result in a material change in beneficial ownership of the voting securities of the Company or its successor. 5.2 On any termination of this Agreement under Section 5.l (a), (b), or (c) all outstanding stock options granted to the Consultant shall be exercisable in accordance with the terms of the option agreements covering such grants. If there is any inconsistency between the terms of this Agreement and the terms of any stock option agreement governing the grant of any stock options to the Consultant or the Principal, then the terms of such stock option agreement shall prevail.

5.3 This Agreement and the Term shall terminate automatically, without any prior notice or any payment to the Consultant, inthe event that: a. the five year Term expires on January 31, 2025;

b. the Consultant should no longer be able to provide the Services through the Principal for any reason;

c. upon the death or permanent incapacity of the Principal; or

d. The Consultant commits any material breach of this Agreement which breach is not remedied within 30 days after notice to the Consultant of such breach. 6. CONFIDENTIALITY

6.1 The Consultant acknowledges and agrees that in the performance of its obligations under this Agreement, it may obtain knowledge of Confidential Information (as defined below) relating to the business or affairs of the Company or its affiliated companies (the Affiliated Companies).

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The Consultant and the Principal shall not, without the prior written consent of the Company, either during the Term or at any time thereafter: (a) use or disclose any Confidential Information outside of the Company or the Affiliated Companies;

(b) except in undertaking the Services, remove or aid in the removal from the premises of the Company or any of the Affiliated Companies any Confidential Information or any property or material relating thereto; or

(c) use the Confidential Information for any purpose other than in performing the Services. 6.2 The Consultant shall exercise a reasonable degree of care in safeguarding the aforementioned Confidential Information against loss, theft, or other inadvertent disclosure, and further agrees to take all reasonable steps necessary to ensure the maintenance of confidentiality.

6.3 Upon the termination of this Agreement, or upon the Company's earlier request, the Consultant and the Principal shall promptly deliver to the Company all of the Confidential Information that the Consultant and the Principal may have in their possession or control.

6.4 In this Agreement, Confidential Information shall mean any information or knowledge including, without limitation, any document, materials, know how, discovery, strategy, method, idea, client list, marketing strategy or employee compensation, or copies or adaptations thereof, that relates to the business or affairs of the Company and I or the Affiliated Companies; and is private or confidential in that it is not generally known or available to the public. Without limiting the generality of the forgoing Confidential Information will include: (a) information regarding the Company and the Affiliated Companies' business operations, methods and practices, including marketing strategies, product pricing, margins and hourly rates for staff, costs and all information regarding the financial affairs of the Company and the Affiliated Companies;

(b) all information related to the mineral exploration interests of the Company and the Affiliated Companies including maps, data, records, reports, technical studies, drill hole logs, calculations, opinions, charts, drawings, sketches, plans, documents, summaries, memoranda, analysis and all geological or technical information;

(c) all information related to the properties, projects, facilities, equipment and other assets used in the business of the Company and the Affiliated Companies, and all information related to the exploration or development of (or potential exploration or development of) the Company and the Affiliated Companies' properties or projects, including without limitation any properties or projects in respect of which the Company has made any application or is in any negotiations for the acquisition of an ownership, leasehold or other interest in;

(d) terms of the Company and the Affiliated Companies' relationship with, its investors, (if not otherwise publically available), partners, clients, suppliers of products or services, and the Company and the Affiliated Companies' referral sources;

(e) all information concerning exploration, financing or other business opportunities of the Company and the Affiliated Companies, including all projects, ventures or joint ventures considered by the Company and the Affiliated Companies, whether or not pursued; and

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(f) all trade secrets or other confidential or proprietary information of the Company and the Affiliated Companies including, business plans, concepts, techniques, processes, designs, data, software programs, formula, development or experimental work, work in process or other know-how.

(g) Confidential Information shall specifically not include anything that:

(h) is in or enters lawfully into the public domain other than as a result of a disclosure by the Consultant or the Principal;

(i) becomes available to the Consultant on a non-confidential basis from a source other than the Company or the affiliated Companies, or any of its representatives, and that source was not under any obligation of confidentiality; or

(j) the Consultant is required to disclose pursuant to an order of a court of competent jurisdiction or by the operation of law; provided that, the Consultant provides prompt prior written notice to the Company of such required disclosure and of the action which is proposed to be taken in response. In such an event, and only after the Consultant shall have made a reasonable effort to obtain a protective order or other reliable assurance affording such information confidential treatment, the Consultant shall furnish only that portion of the Confidential Information which it is required to disclose. 7. NON-SOLICITATION

7.1 The Consultant covenants, undertakes and agrees with the Company that during the Term and for a period of one year from the date of expiration or termination of this Agreement for any reason whatsoever, it shall not, on its own behalf or on behalf of any person, whether directly or indirectly, in any capacity whatsoever, offer employment to or solicit the employment of or otherwise entice away from the employment of the Company or any of the Affiliated Companies, any individual who is employed or engaged by the Company or any of the Affiliated Companies at the date of expiration or termination of this Agreement or who was employed or engaged by the Company or any of the Affiliated Companies, within the one year period immediately preceding the date of expiration or termination of this Agreement, as applicable.

7.2 The Consultant acknowledges and agrees that the above restriction on non-solicitation is reasonable and necessary for the proper protection of the businesses, property and goodwill of the Company and the Affiliated Companies.

8. DISCLOSURE AND ASSIGNMENT OF PROJECTS AND WORKS

8.1 The Consultant agrees that all discoveries, maps, technical studies, plans, spreadsheets, documents, inventions, copyright, software, improvements, know-how or other intellectual property, whether or not patentable or copyrightable, created by the Consultant during the Term of this Agreement pertaining to any service, matter, thing, process or method related to this Agreement (the Works) will be the sole and absolute property of the Company. The Consultant will keep and maintain adequate and current written records of all Works made, which records will be available at all times to the Company and will remain the sole property of the Company.

8.2 The Consultant will assist the Company in obtaining and enforcing, for the Company's own benefit, patents, copyrights and any other protections in any and all countries for any and all Works made by the Consultant (in whole or in part) the rights to which belong to or have been assigned to the Company. The Consultant agrees, upon request, to execute all applications, assignments, instruments and papers and perform all acts that the Company or its counsel may deem necessary or desirable to obtain any and all patents, copyrights or other protection in such Works and otherwise to protect the interests of the Company therein.

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9. COMPLIANCE WITH LAWS

9.1 The Services undertaken by the Consultant under this Agreement shall be in full compliance with all applicable laws andconsistent with a high degree of business ethics.

10. INDEMNIFICATION

10.1 The Consultant shall indemnify and save harmless the Company for any demonstrated losses, damages, costs or other amounts, including without limitation reasonable legal fees, suffered or incurred by the Company arising out of third party claims relating to the presence or activities of the Consultant or its representatives in performing the Services to the extent that such losses, damages, costs or other amounts are caused by: (a) any breach of the Consultant's obligation in Section 9 herein; and

(b) any negligence, willful misconduct or fraud on the part of the Consultant in performing the Services. 10.2 Subject to the Consultant's obligation to indemnify the Company under this Section 10, and provided that the Consultant has not breached Section 9, the Company shall indemnify and save harmless the Consultant for any demonstrated losses, damages, costs or other amounts, including without limitation reasonable legal fees, suffered or incurred by the Consultant arising out of third party claims relating to the presence or activities of the Consultant and/or its representatives in performing the Services to the extent that such losses, damages, costs or other amounts are caused by the negligence, willful misconduct or fraud on the part of the Company.

10.3 Neither the Company nor the Consultant shall be liable for any consequential loss, including but not limited to, claims for loss of profit, revenue or capital, loss of use of utilities, equipment or facilities, down-time cost, service interruption, cost of money, injury or damage of any character whatsoever.

11. REMEDIES

11.1 The Consultant acknowledges and agrees that any breach of this Agreement by it could cause irreparable damage to the Company and I or the Affiliated Companies and that in the event of a breach by the Consultant, the Company shall have in addition to any and all other remedies at law or in equity, the right to an injunction, specific performance or other equitable relief to prevent any violation by the Consultant of any of the provisions of this Agreement. In the event of any such dispute, the Consultant agrees that the Company shall be entitled, without showing actual damages, to a temporary or permanent injunction restraining conduct of the Consultant pending a determination of such dispute and that no bond or other security shall be required from the Company in connection therewith. The Consultant acknowledges and agrees that the remedies of the Company specified in this Agreement are in addition to and not in substitution for any other rights and remedies of the Company at law or in equity and that all such rights and remedies are cumulative and not alternative or exclusive of any other rights or remedies and that the Company may have recourse to any one or more of its available rights and remedies as it shall see fit.

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12. RELATIONSHIP

12.1 The Company and Consultant each acknowledge and agree that the only relationship of the Consultant to the Company created by this Agreement shall for all purposes be that of a contractor, and all persons employed or engaged by the Consultant, including David Wolfin in connection herewith shall for all purposes be considered to be employed or engaged, as applicable, by the Consultant and not by the Company. The Company shall have no obligation whatsoever to pay or compensate the Consultant and/or any representative of the Consultant including David Wolfin, for taxes of any kind whatsoever that arise out of or with respect to any Consulting Fee, or any other fee, remuneration or compensation provided to the Consultant under this Agreement.

12.2 The Consultant shall fully indemnify and hold harmless the Company from and against all assessments, claims, liabilities, costs, expenses and damages that the Company and I or any of the Affiliated Companies may suffer or incur with respect to any such taxes or benefits. For greater clarity, the Consultant is solely responsible for the deduction and remissions of income tax, pension and employment insurance in respect of any employees retained by the Consultant to perform the services under this Agreement. Furthermore, if these amounts are not remitted, the Consultant will, in addition to any other provision under this Agreement, indemnify and hold harmless the Company, its subsidiaries, affiliates and their respective directors and officers from and against any claim for taxes, penalties and for withholding of funds by the applicable tax, worker's compensation, employment standards and insurance agencies or any other government agency with respect to any amount found to be payable by the Company to such agency or commission in respect of the Consultant's provision of services under this Agreement, including any legal fees incurred by the Company in defending such claims.

13. SURVIVAL OF TERMS

13.l Sections 6 through 12, inclusive, and this Section 13, shall survive and remain in force notwithstanding the expiration or other termination of this Agreement for any reason whatsoever. Any expiration or termination of this Agreement shall be without prejudice to any rights and obligations of the parties hereto arising or existing up to the effective date of such expiration or termination, or any remedies of the parties with respect thereto.

14. LIMITED AUTHORITY AS AGENT

14.1 Unless otherwise agreed to in writing by the parties, the Consultant may not act as an agent of the Company; however, this does not and is not intended to restrict the powers of the Principal to act as President and Chief Executive Officer of the Company in any way. Without limiting the generality of the foregoing, the Consultant shall not commit or be entitled to commit the Company to any obligation whatsoever nor shall the Consultant incur or be entitled to incur any debt or liability whatsoever on behalf of the Company, except as otherwise agreed to by the Company.

15. NO ASSIGNMENT

15.1 Neither this Agreement nor any of the rights of any of the parties under this Agreement shall be assigned without thewritten consent of all the parties.

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16. SUCCESSORS AND ASSIGNS

16.1 The Agreement shall enure to the benefit of and be binding upon the parties and their respective heirs, executors,administrators, successors and permitted assigns, as the case may be.

17. WAIVER

17.1 Any waiver of any breach or default under this Agreement shall only be effective if in writing signed by the party against whom the waiver is sought to be enforced, and no waiver shall be implied by indulgence, delay or other act, omission or conduct. Any waiver shall only apply to the specific matter waived and only in the specific instance i n which it is waived.

18. GOVERNING LAWS

18.1 Unless otherwise agreed to in writing by the parties, the Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and the parties hereto submit and attorn to the jurisdiction of the courts of the Province of British Columbia.

19. FURTHER ASSURANCES

19.1 Each of the parties shall, on request by the other party, execute and deliver or cause to be executed and delivered all such further documents and instruments and do all such further acts and things as the other party may reasonably require to evidence, carry out and give full effect to the terms, conditions, intent and meaning of this Agreement and to ensure the completion of the transactions contemplated hereby.

20. NOTICES

20.1 All notices required or permitted under this Agreement shall be in writing and shall be given by delivering such notice or mailing such notice by pre-paid registered mail, by facsimile transmission or electronic mail to the addresses provided under the names of each party on the first page to this Agreement. Any such notice or other communication shall, if delivered, be deemed to have been given or made and received on the date delivered (or the next business day if the day of delivery is not a business day), and if mailed, shall be deemed to have been given or made and received on the fifth business day following the day on which it was so mailed and if faxed (with confirmation received) shall be deemed to have been given or made and received on the day on which it was so faxed (or the next business day if the day of sending is not a business day). The parties may give from time to time written notice of change of address in the manner aforesaid.

21. CONSTRUCTION

21.1 In this Agreement, unless otherwise indicated: (a) Agreement means this Consulting Agreement;

(b) the words include, including or in particular, when following any general term or statement, shall not be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, but rather as permitting the general term or statement to refer to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement;

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(c) herein, hereby, hereunder, hereof', hereto and words of similar import, refer to this Agreement as a whole and not to any particular Section of this Agreement;

(d) a reference to a statute means that statute, as amended and in effect as of the date hereof, and includes each and every regulation and rule made thereunder and in effect as of the date hereof, and includes all amendments thereof given effect from time to time;

(e) a reference to a Section means, unless the context otherwise requires, that specific Section in Agreement;

(f) a reference to a consent, notice or agreement means a consent, notice or agreement, as the case may be, by an authorized representative of the party or parties thereto;

(g) where a word, term or phrase is defined herein, its derivatives or other grammatical forms have a corresponding meaning;

(h) all words, other than defined terms, used in this Agreement, regardless of the number and gender in which they are used, shall be deemed and construed to include the singular or the plural and the masculine, feminine or body corporate, as the context may require;

(i) time is of the essence;

(j) in the event that any date on which any action is required to be taken hereunder by any of the parties hereto is not a business day, such action shall be required to be taken on the next succeeding day which is a business day;

(k) references to a party or parties are references to a party or parties to this Agreement;

(l) the headings in this Agreement form no part of this Agreement and shall be deemed to have been inserted for convenience only;

(m) unless otherwise agreed to in writing by the parties, all dollar amount referred to herein are expressed in Canadian dollars; and

(n) the Effective Date of this Agreement shall be February 1, 2020, despite the actual date of execution of this Agreement. 22. SEVERABILITY

22.1 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, then tothe fullest extent permitted by law: (a) all other provisions of this Agreement shall remain in full force and effect in such jurisdiction and shall be liberally construed in order to carry out the intentions of the parties as nearly as may be possible; and

(b) such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of such provision in any other jurisdiction. 23. COUNTERPARTS AND FACSIMILE

23.l This Agreement may be executed in one or more counterparts and delivered by facsimile, each of which when so executed shall constitute an original and all of which together shall constitute one and the same agreement.

24. INDEPENDENT LEGAL ADVICE

24.1 The Company has recommended to the Consultant that it obtain independent legal advice prior to signing this Agreement. The Consultant acknowledges that it has received independent legal advice or have waived the opportunity to do so and have elected to proceed without benefit of same.

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IN WITNESS WHEREOF this Agreement has been executed as of the Effective Date. CORAL GOLD RESOURCES LTD. Per: Ronald Andrews Authorized Signatory INTERMARK CAPITAL CORP. Per: David Wolfin Authorized Signatory

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THIS IS SCHEDULE A TO THE CONSULTING AGREEMENT BETWEEN CORAL GOLD RESOURCES LTD. AND lNTERMARK CAPlTAL CORP. Description of Consulting Services: The Consultant shall provide management and financial consulting services, including the supervision of the senior management, all staff, and all field personnel of the Company, whether employees or consultants, strategic planning and property acquisitions, strategic financial planning and annual budget reviews, as well as the implementation and monitoring of the Company's compliance with continuous reporting requirements, internal controls over accounting systems and financial reporting to the Company. Duties and Responsibilities: The Executive shall serve the Company as an executive officer in the position of President and Chief Executive Officer. The Executive shall report to the Board and shall undertake and perform the following duties and responsibilities: · actively engage with the Board to ensure that the initiatives of the management team are aligned with the strategic direction and objectives for the Company that have been established by the Board;

· provide overall direction for the Company in order for it to implement agreed strategies in order to meet Company goals and objectives;

· provide shareholder and investor communication and manage key investment banking and institutional relationships;

· make decisions in line with organizational goals, leading to desired results, and will be responsible and accountable for results;

· create and sustain the organizational culture and environment needed to achieve objectives and results and recruit and retain a high-performance operating team;

· oversee the implementation and monitoring of internal controls, reporting compliance obligations, sign off on CEO Certificates for the interim and annual financial statements and setting environmental protection policies; and

· such other duties and responsibilities as may be assigned or vested in him by the Board from time to time and which are consistent with the duties and responsibilities of a President and Chief Executive Officer. The Executive agrees, during the continuance of his employment, to devote sufficient working time, services, skill and ability to such employment and to serve at all times with loyalty and honesty in the best interests of the Company. The Executive acknowledges that the position of President and CEO will involve significant travel for business development and for investor relations.

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Question: Highlight the parts (if any) of this contract related to Liquidated Damages that should be reviewed by a lawyer. Details: Does the contract contain a clause that would award either party liquidated damages for breach or a fee upon the termination of a contract (termination fee)?

Answer: 4238


Question: Exhibit 10.34

*** Text Omitted and Filed Separately  Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4)  and 203.406

DEVELOPMENT AGREEMENT

This Development Agreement (Development Agreement) is entered into on April 15 , 2010 (EffectiveDate) by and between Cargill,  Incorporated through its Bio Technology Development Center, having its principal place of business at 15407 McGinty Road West, Wayzata,  Minnesota 55391 USA (Cargill) and Bioamber S.A.S., having a place of business at Route de Bazancourt, F-51110, Pomacle France (Bioamber).  Bioamber and Cargill shall be referred to individually as Party and collectively as Parties, as required by text.

Background





Cargill and Bioamber mutually agree as follows:







   Cargill Confidential   - 1 -   * Confidential treatment requested

  A. Cargill has developed a yeast strain designated CB1 (CB1) for fermenting dextrose and/or mixed sugar streams and related research  tools for modifying CB1,which are protected by Licensed Patents (as defined in Section 2.5 below).

  B. Bioamber desires to engage Cargill to further develop or modify CB1 with the goal of fermenting dextrose and/or mixed sugar streams to  produce succinic acid and salts thereof.

  C. The Parties desire to grant each other certain rights to use the further developed or modified CB1 as well as other technology that is  developed in the course of the work as provided in this Development Agreement for research purposes only.

1. Scope of Work Plan  1.1 Cargill agrees to perform the services to develop or modify CB1 to produce succinic acid and salts thereof using dextrose (defined as  glucose) and/or sucrose as the fermentation feedstock (Work Plan). The Work Plan is more fully described in Exhibit A, which is hereby  incorporated by reference into this Development Agreement. CB1 that has been further developed or modified (or the like) under the Work  Plan shall be referred to as Modified CB1. Any changes to the Work Plan must be in writing and signed by both Cargill and Bioamber and  may be subject to incremental fees depending on resource requirements.

1.2 In agreeing to perform the Work Plan, Cargill represents and warrants that:

  1.2.1 Cargill has the capability, experience, and means necessary to perform the Work Plan, and the Work Plan will be performed using  personnel, equipment, and material qualified and suitable to perform the Work Plan requested;

th

















   Cargill Confidential   - 2 -   * Confidential treatment requested

  1.2.2 Cargill will provide properly trained and informed personnel, and Cargill will be solely responsible for the negligent acts, errors and  omissions of its employees, subcontractors, and agents and for any other person performing services under this Development  Agreement at the direct request of Cargill;

  1.2.3 Cargill will perform the Work Plan in a workmanlike manner with reasonable skill and care ordinarily exercised by members of the  profession practicing under similar conditions and in accordance with accepted industry practices and professional guidelines;

  1.2.4 Subject to Section 13.1, Cargill has in effect and will maintain in effect all permits, licenses and other authorizations necessary to  perform the Work Plan; and



1.2.5 No other party has rights to its services as described in the Work Plan, and that a work assignment from any third party shall not be  accepted, or work by Cargill aloneshall not be conducted, to develop CB1 or other microorganisms that will be used to (a) directly  produce succinic acid and salts thereof, or (b) indirectly produce succinic acid and salts thereof (for example, Cargill may develop  microorganisms to produce precursors of succinic acid, such as fumaric acid and malic acid, so long as such precursors are not  converted to succinic acid, such as by chemical modification), for the Term (as defined in Section 10.1) of this Development  Agreement. For purposes of clarity, and as examples, Cargill may sell dextrose as fermentation feedstock to third parties, who may  use such dextrose to produce succinic acid; also, Cargill may modify starches to make succinic acid starch derivatives.

2. Fees and Milestones   2.1 Bioamber shall pay Cargill Two Hundred Fifty Thousand U.S. Dollars ($250,000.00) within thirty (30) days of the execution of this  Development Agreement.

2.2 In addition to the payment in Section 2.1, Bioamber shall pay Cargill a total of [***] U.S. Dollars ($[***] per year per full-time equivalent  (FTE) person to perform the Work Plan, and Cargill will make available up to [***] FTE persons per year to perform the work as outlined in  the Work Plan. Such total is subject to change based on an annual review of the needs and requirements of the Work Plan. The actual  number of FTEs assigned at any given time will be a function of the Work Plan and will be subject to agreement amongst the Parties. In  addition, Bioamber will pay for reasonable expenses incurred by Cargill, including travel. Cargill shall cover ordinary and customary [***].  Cargill shall submit to Bioamber a monthly invoice for costs owed by Bioamber, accompanied by a report summarizing Cargill's activities in  relation to actual hours worked and expenses incurred. Bioamber will pay Cargill's costs within thirty (30) days of receipt of invoice and  supporting documentation. Bioamber shall have the right to audit Cargill time sheets from time to time. Such audit shall occur once per year  during reasonable business hours by an independent third party agreed to by both parties, who shall be under obligations of  confidentiality.













   Cargill Confidential   - 3 -   * Confidential treatment requested

2.3 Bioamber shall also pay Cargill within thirty (30) days of achieving each of the milestones summarized below and more fully described in the  Work Plan found in Exhibit A. For purposes of clarity, payment is triggered [***]. Further, each of the Milestones and Target Dates may be  changed according to the needs of the Work Plan and upon written agreement by the parties.

Milestone   Target Date   Payment  Milestone 1: Proof of Concept   12 months after Effective Date   US $250,000.00 Milestone 2: CB1 Strain Development   30 months after Effective Date   US $300,000.00 Milestone 3: CB1 Strain Optimization   42 months after Effective Date   US $500,000.00

2.4 Missed Milestones.



2.4.1 In the event Cargill does not achieve a given Milestone provided in Section 2.3 by the Target Date listed in Section 2.3 or modified  Milestone and modified Target Date as agreed to by the Parties, and subsequently achieves such milestone as per the criteria  described in Exhibit A, the payment for such missed milestone shall be due [***] and the amount due shall be [***] for every [***]  beyond the Target Date. The Target Date for subsequent Milestones will be adjusted to reflect the date on which the Milestone was  actually achieved. If a subsequent Milestone is achieved by the original Target Date listed in Section 2.3, Bioamber will pay Cargill  the amount [***]. For purposes of clarity and as examples, if Milestones 1 and 2 were not delivered by the Target Dates, but  Milestone 3 is delivered by or before the Target Date, then the total payments due to Cargill at that time would be [***] (a total  payment of $[***]). Another example is if [***], the payment due at that time would be a total of $[***].



2.4.2 In the event Cargill does not achieve a given Milestone provided in Section 2.3 by the Target Date listed in Section 2.3 or modified  Milestone and modified Target Date as agreed to by the Parties, and Bioamber decides to commercialize Modified CB1, any  outstanding milestone payments shall immediately become due such that the total payment due Cargill under this Development  Agreement equals One Million Fifty Thousand U.S. Dollars (US $1,050,000.00).









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  2.4.3 Provided that Cargill has respected its undertakings set out in Section 1.2 of this Development Agreement, no other damages shall  accrue to Cargill for not achieving a given Milestone other than provided in Sections 2.4.1, 2.4.2, and 2.5.

2.5 Option to Research License. In the event Cargill (i) is unable to achieve a given milestone described in Section 2.3 by the Target Date, or (ii)  terminates this Agreement pursuant to Section 10.2, Bioamber shall have the option to obtain a license during the term of this Development  Agreement to the patent applications and patents listed in Exhibit B (including any continuations, continued prosecutions, continuations- in-part, reissues, reexaminations, divisions or substitutions thereof) (collectively Licensed Patents), the tool kit listed in Exhibit C  (Licensed Tool Kit), and Cargill Improvements if any (as defined in Section 5.2 below), for research use only and for additional monetary  consideration (Research License). Except for financial terms paid by third parties for [***], the Research License shall be offered to  Bioamber at [***]. Such research use shall be for the development and optimization of CB1 for the production of succinic acid and salts  thereof using dextrose or sucrose as the fermentation feedstock. The Research License shall be provided to Bioamber only, with no rights  to sublicense and with no have made rights. Notwithstanding the preceding, Bioamber will be permitted to outsource development work  as outlined in the Work Plan and according to the Research License to third parties that have been approved by Cargill, and such approval  shall not be unreasonably withheld. In considering whether or not to outsource such development work to third parties, the Parties  recognize that it is in their mutual interest to protect CB1, Modified CB1, Cargill Confidential Information (as defined in Section 4.1), and  Know-How and Licensed Patents (as those terms are defined under the Commercial License Agreement) and, therefore, the Parties shall  undertake joint evaluations of third parties who have been identified by Bioamber to perform such development work, including, for  example and not by limitation, a risk assessment of the geography in which such development work will occur, and whether or not such  third parties have similar guiding principles as Cargill (a copy of Cargill's Guiding Principles and Compliance Policy on Intellectual Property  is attached as Exhibit F). Such development work shall not be conducted by such third parties in circumstances where Cargill's intellectual  property is at an unacceptable risk as determined by Cargill based on the joint evaluations of such third parties. The terms and conditions  of such Research License shall be negotiated between the Parties and shall include the terms described in this Section 2.5 and terms  addressing ownership and rights to use of any intellectual property developed. Further, this Development Agreement shall serve as the  framework for the Research License.

2.6 Technology Transfer. In the event Milestone 3 is achieved, Cargill will provide up to [***] to assist in a successful transfer of the Modified  CB1 technology to Bioamber in order to allow subsequent scale-up at the same FTE rate set forth in Section 2.2. For clarity, [***] per FTE  per year equals US$[***] for this technology transfer).













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2.7 Scale-Up. Following the successful technology transfer, upon request by Bioamber and subject to Cargill's availability of appropriate  resources, Cargill will enter at its sole discretion into a services agreement with Bioamber to assist in the fermentation scale-up of using  Modified CB1 obtained under Milestones 2 and 3 for producing succinic acid and salts thereof at a single Bioamber facility or a facility  designated by Bioamber. Cargill shall invoice Bioamber [***] U.S. Dollars (US$[***]) per man-day provided, not inclusive of taxes or other  governmental fees, and further adjusted for inflation at the time it goes into effect. Cargill shall have no obligation to perform scale-up work  at Cargill facilities.

3. Alternative Feedstock. Bioamber also desires the right to further develop CB1 to utilize cellulosic biomass as the fermentation feedstock.  Cargill hereby grants Bioamber the option to modify or convert the Work Plan to include the development or modification of CB1 capable of  fermenting such cellulosic feedstock (Modified Work Plan). If such option is exercised, (a) the terms and conditions of this Development  Agreement shall apply to the Modified Work Plan except (i) new, additional up-front and milestone payments shall apply as provided  below, and (ii) any development work performed under the Modified Work Plan will be at a FTE rate which will be equivalent to the FTE rate  provided in Section 2.2 above and further adjusted for inflation at the time it goes into effect; and (b) the commercial license attached as  Exhibit D shall be expanded to include the resulting strain developed out of the Modified Work Plan with no additional change in the  financial terms. Additionally, the additional up-front fee [***].

Milestone using Alternative Feedstock   Target  Date   Payment  Up-front Payment   TBD   US $[***] Milestone 1: Proof of Concept   TBD   US $[***] Milestone 2: CB1 Strain Development   TBD   US $[***] Milestone 3: CB1 Strain Optimization   TBD   US $[***]

4. Confidentiality. To carry out the Work Plan, Cargill may receive from, and provide to, Bioamber certain Confidential Information, as defined  below. Such Confidential Information will be disclosed by one Party (the Disclosing Party) to the other Party (the Receiving Party) on  the following terms and conditions:

4.1 Confidential Information means all business, technical, and financial information related to the Work Plan, the terms and discussions  relating to the Term Sheet executed by the parties on December 3, 2009 and December 4, 2009, and to any aspect of the business of each  Party that is material to the Work Plan, including, without limitation, Licensed Tool Kit, products, product compositions, raw materials,  specifications, formulae, equipment, business plans and strategies, customer lists, supplier lists, know-how, samples, drawings, pricing  informationand other financial information, inventions, ideas, research information, packaging, manufacturing processes, and other  information, or its potential use, that is owned by or in possession of either Party. For purposes of clarity, the parties shall not disclose to  each other any Confidential Information that is not material to the Work Plan, such as, by way of example and without limitation, processes  and other information relating to post-fermentation activities. Confidential Information shall not include information that: (a) is in the public  domain prior to disclosure by Disclosing Party; (b) becomes part of the public domain, by publication or otherwise, through no  unauthorized act or omission by the Receiving Party; (c) is lawfully in the Receiving Party's possession prior to disclosure by the  Disclosing Party; or (d) is independently developed by an employee(s) of the Receiving Party with no access to the disclosed Confidential  Information.











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4.2 The Receiving Party agrees to take and maintain proper and appropriate steps to protect Confidential Information of the Disclosing Party.  The Receiving Party agrees to disclose the Confidential Information of the Disclosing Party only to employees or agents of the Receiving  Party who are directly involved with the Work Plan contemplated by this Development Agreement, and even then only to such extent as is  necessary and essential to perform the Work Plan. The Receiving Party agrees to inform such employees and agents of the confidential  nature of the information disclosed hereunder and to cause all such employees and agents to abide by the terms of this Development  Agreement.

4.3 The Receiving Party shall not disclose the Disclosing Party's Confidential Information to any unauthorized party without the Disclosing  Party's prior express written consent or unless required by court order or order of a similar governmental entity. If a Party is required by  court order or order of a similar governmental entity to disclose the other's Confidential Information, they shall give the other Party prompt  notice of such requirement so that an appropriate protective order or other relief may be sought.

4.4 The Receiving Party will use Confidential Information only in connection with the Work Plan. Both Parties have reserved all rights to their  respective Confidential Information not expressly granted herein. All documents and/or tangible materials containing or comprising  Confidential Information of the Disclosing Party will remain the property of the Disclosing Party. Upon the request of the Disclosing Party,  the Receiving Party will destroy all Confidential Information of the Disclosing Party and any documents prepared by the Receiving Party  using Confidential Information of the Disclosing Party and the Receiving Party agrees to provide confirmation of such destruction in  writing. The Receiving Party may, however, keep one copy of any such document in the files of its legal department or outside counsel for  record purposes only.

4.5 Notwithstanding any other provision of this Development Agreement, each Receiving Party acknowledges that a breach of confidentiality  and use as provided in this Section may result in irreparable harm and damages to the Disclosing Party in an amount difficult to ascertain  and that cannot be adequately compensated by a monetary award. Accordingly, in addition to any other relief to which the Disclosing  Party may be entitled at law or in equity, the Disclosing Party shall be entitled to seek a temporary and/or permanent injunctive relief from  any breach or threatened breach by the Receiving Party.

















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4.6 The obligations imposed by this section, including but not limited to non-disclosure and non-use, however, will endure so long as the  Confidential Information of the Disclosing Party does not become part of the public domain.

4.7 The existence of and the terms of this Development Agreement, including its Exhibits, are confidential and are not to be disclosed without  the prior written approval of Cargill.

4.8 Neither Party may make any public announcement concerning this Development Agreement, its subject matter, and the activities and  actions it contemplates without the other Party's express written consent.  4.9 This Section 4 supercedes and replaces the Mutual Confidentiality Agreement between the Parties, which was effective July 17, 2009. All  Confidential Information that was subject to that Mutual Confidentiality Agreement is hereby made subject to the terms and conditions of  this Section 4.

5. Intellectual Property  5.1 Each party shall retain ownership of all intellectual property that it owned prior to the Effective Date.

5.2 Improvements. Any invention or discovery relating to the Work Plan, in whole or in part, that is conceived during the term of this  Development Agreement shall be an Improvement. The scope for Improvements will be limited to the CB1 strain itself and the [***] (the  Field), but shall exclude [***]. Bioamber will own any Improvement in the field of succinic acid and salts thereof and such Improvement  shall be designated Bioamber Improvements. Cargill will own any Improvement in all fields other than the field of succinic acid and salts  thereof, subject to the rights provided in Section 5.2.1 below, and such Improvement shall be designated Cargill Improvements. In the  event it is not clear as to ownership of any Improvement as described in this Section 5.2, in other words, if it is not clear whether an  invention or discovery is either a Bioamber Improvement or a Cargill Improvement, such Improvement shall be [***] and such Improvement  shall be designated Joint Improvements. For purposes of clarity, as examples, Cargill Improvements are those inventions relating to  fumaric acid and malic acid. Additionally, where an Improvement has applications both in the Field and outside the Field, then such  Improvement, as it applies to the Field, shall be a Bioamber Improvement and, as it applies outside the Field, such Improvement shall be a  Cargill Improvement.



5.2.1 Cargill hereby grants Bioamber, and Bioamber hereby accepts, an exclusive, royalty-free license to Cargill Improvements and Joint  Improvements for use in the Field during the term of this Development Agreement with a reservation of right for Cargill to practice  such Cargill Improvements and Joint Improvements for use in the field of succinic acid and salts thereof during the term of this  Development Agreement. Such use shall be for research purposes only with no rights to sublicense and with no have made  rights. Cargill shall also grant a commercial license to Bioamber for Cargill Improvements and Joint Improvements under the terms  and conditions of Exhibit D.











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  5.2.2 Bioamber hereby grants Cargill, and Cargill hereby accepts, an exclusive, worldwide, royalty-free license with an unlimited right to  sublicense under and to Bioamber Improvements for use outside the Field during the term of this Development Agreement. Such  use shall be for research purposes only.



5.2.3 Cargill shall have the first option to prepare, file, prosecute, and maintain patent applications and issued/granted patents on  Bioamber Improvements and Joint Improvements, which option may be waived in whole or in part. Cargill shall bear all costs  incurred in connection with such preparation, filing, prosecution, and maintenance of U.S. and foreign application(s) and  issued/granted patents directed to Bioamber Improvements and Joint Improvements. Cargill shall provide Bioamber a copy of any  proposed patent application covering Bioamber Improvements and Joint Improvements in advance of the submission of the  proposed patent application to any patent office. However, Cargill shall be entitled to file provisional patent applications without  seeking Bioamber's approval. If Cargill waives its option, Bioamber shall have the option to prepare, file, prosecute, and maintain  patent applications and issued patents on Bioamber Improvements and Joint Improvements. Cargill shall provide, when requested  by Bioamber, all information in its possession, or true copies thereof, pertaining to Bioamber Improvements and Joint Improvements  which may be necessary or useful in the preparation, filing, and prosecution of patent applications covering the Bioamber  Improvements and Joint Improvements. Such information shall be treated as Confidential Information.



5.2.4 If Cargill waives its option to prepare and prosecute a patent application in accordance with Section 5.2.3 and elects not to file such  a patent application or elects to allow any such patent application or issued/granted patent to become abandoned or lapse, Cargill  shall give Bioamber notice of such election promptly and at least two (2) months prior to the first date that action must be taken to  avoid such abandonment or lapse. Bioamber shall have the right to take over at its sole expense the filing, prosecution or  maintenance of any such patent application and Bioamber shall keep Cargill informed of Bioamber's filing, prosecution, and  maintenance activities. All out-of-pocket expenses of Cargill shall be reimbursed by Bioamber. Bioamber shall have no liability to  Cargill for Bioamber's acts or failure to act with respect to such patent application or issued/granted patent.



5.2.5 Cargill shall have the sole power to bring and/or settle suits for infringement of any and all patent applications and/or patents on  Improvements, regardless of ownership; provided, however, if required by law, Cargill shall join Bioamber, and Bioamber shall be  joined, in such suits. Cargill shall control any such suits and shall bear all expenses related to any such suits. Bioamber shall  provide any assistance reasonably requested in prosecuting and enforcing any and all patent applications and/or patents on  Improvements. In the event Cargill elects not to initiate and prosecute suits for infringement of any patent application/and or patent  onImprovement within the Field, then with sixty (60) days prior written notice to Cargill, Bioamber shall be entitled to initiate and  prosecute such suits. For purposes of clarity, within such sixty (60) day period, Cargill shall be entitled to initiate and prosecute  such suits.

















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  5.2.6 Cargill shall have the sole power to settle suits for infringement of the Licensed Patents. Cargill will in good faith consider  enforcement requests from Bioamber.



5.2.7 Improvements are to be considered Confidential Information of the owning Party subject to the terms and conditions of Section 4,  provided that the Party authorized hereunder to file and prosecute patent applications for an Improvement may make disclosure of  that Improvement to outside patent counsel and to relevant patent offices as reasonably necessary for filing and prosecution of a  patent application.

5.3 In consideration of the ownership rights granted to Bioamber under this Section 5, and the licenses granted to Bioamber under this Section  5 and the Commercial License attached as Exhibit D, Bioamber agrees to the payment terms and its other obligations contained in the  attached Commercial License.

6. WRF Patents. Washington Research Foundation (WRF) is the owner of several patents relating to the expression of polypeptides in yeast  (WRF Patents). Prior to transferring CB1 or any other yeast strain to Bioamber, Bioamber shall provide to Cargill a letter from WRF  stating that Bioamber has a license to the WRF Patents (Bioamber-WRF License). Upon receipt of such letter, Cargill will transfer CB1 to  Bioamber for Bioamber's use of the strain commensurate with and in accordance with the Bioamber-WRF License. Cargill shall have no  liability to Bioamber for Bioamber's acts or failure to act with respect to the WRF Patents.  7. Warranties. Except as provided in Section 1.2 of this Development Agreement, Cargill makes no representations or warranties, express or  implied, with respect to the services provided under this Development Agreement and with respect to the subject matter of this  Development Agreement. The services are provided as is and Bioamber acknowledges that it bears all responsibility and accountability  for evaluating, approving, and implementing any of results resulting from this Development Agreement.

8. Indemnification. Bioamber and Cargill agree to waive any and all claims against each other for consequential, punitive, incidental, special, or  other forms of exemplary losses whether arising in contract, warranty, tort (including negligence), strict liability, or otherwise, including  any losses relating to lost use, lost profits, lost business, damage to reputation, or lost or diminished financing unless such claims are  based on a Party's gross negligence or willful misconduct.  9. Notices. All notices or other communication must be in writing and delivered by (a) personal delivery, (b) reputable overnight delivery  service, or (c) facsimile or e-mail, confirmed under clause (a) or clause (b), and addressed in each case as set forth below:















   Cargill Confidential   - 10 -   * Confidential treatment requested

If to Cargill:   If to Bioamber:

Cargill, Incorporated   Bioamber S.A.S. Bio Technology Development Center   1250 Rene-Levesque West 15285 Minnetonka Blvd.   Suite 4110 Minnetonka, Minnesota 55345  USA   Montreal, Quebec  Canada H3B 4W8  Fax: 952-742-0540   Fax: 514-844-1414 Attention: Pirkko Suominen   Attention: Laurent Bernier

With copy to:  Cargill, Incorporated  Law Department / Mailstop 24  15407 McGinty Road West  Wayzata, Minnesota 55391 USA  Fax: 952-742-6349  Attention: Bio TDC IP Lawyer

With copy to:  Boivin Desbiens Senécal, g.p.  2000-2000 McGill College  Suite 2000  Montreal, QC, Canada  H3A 3H3  Fax: 514-844-5836  Attention: Thomas Desbiens

10. Term and Termination.

10.1 This Development Agreement will begin on the Effective Date and continue for four (4) years unless earlier terminated pursuant to Section  10.2, or unless the parties extend the term by mutual written Development Agreement (Term).  10.2 Either Party may terminate this Development Agreement by giving written notice to the other Party, (a)in the event the other Party's  bankruptcy, insolvency, or the filing of a petition therefore; and (b) the other Party materially defaults in the performance of its obligations  hereunder. This Development Agreement shall also terminate upon mutual written agreement by the Parties. Further, in the event there is a  dispute as to whether or not Cargill has missed a certain Milestone, then the Target Date for that Milestone shall be tolled until the Parties,  acting in good faith, have settled such dispute in writing between themselves or through an independent expert.

11. Independent Contractor. Nothing in this Development Agreement is to be construed to deem the relationship between the parties to be one  of master/servant, principal/agent, or employer/employee. To the contrary, the relationship of Cargill to Bioamber is that of independent  contractor, and Cargill will have no authority to (i) make any binding decision for, or on behalf of, Bioamber or (ii) commit Bioamber to any  contract, obligation, debt, or other liability. None of Cargill's employees will be deemed to be employees of Bioamber.  12. Publicity. Any public statements related to work performed under this Development Agreement, including public statements related to the  existence of this Development Agreement itself, will only be made after the prior written consent of both Parties concerning timing, content,  and audience.























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13. Miscellaneous.

13.1 Third Party Patents. In addition to the WRF Patents as described more fully in Section 6, the CB1 Team of the Bio Technology  Development Center of Cargill represents that, to the best of its knowledge as of the Effective Date, the patents and patent applications of  third parties that could impact the Work Plan and the commercialization thereof are provided in Exhibit E (Third Party Patents). Cargill  shall have no liability to Bioamber for Bioamber's acts or failure to act with respect to such Third Party Patents. The Parties shall meet  regularly throughout the Term of this Development Agreement to determine whether or not licenses to Third Party Patents are needed to  perform or continue to perform the Work Plan and the next steps if such licenses are needed.

13.2 Governing Law. This Development Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota,  United States of America, disregarding its conflicts of law rules.

13.3 Assignment. Neither Party shall assign this Development Agreement or the obligations contained herein without the express written  consent of the other Party.

13.4 Waiver. The failure of either Party to insist in any one or more instances upon performance of any terms or conditions of this Development  Agreement, is not to be construed as a waiver of future performance of any such term, covenant, or condition, but the obligations of either  Party with respect thereto will continue in full force and effect. No waiver will be effective unless in writing and signed by the waiving  Party.

13.5 Amendment. No amendment, modification, or waiver of the terms of this Development Agreement shall be binding unless placed in writing  and duly executed by the Parties' authorized representatives.  13.6 Severability. All provisions contained herein are severable, and in the event any of them is held to be invalid by any competent court or  arbitrator, this Development Agreement is to be interpreted as if such invalid provision were not contained herein.

13.7 Survivability. Sections 4 (Confidentiality), 5 (Intellectual Property), 6 (WRF Patents), 7 (Warranties), 8 (Indemnification), 13.2 (Governing  Law), and 13.7 (Survivability) will survive the expiration or earlier termination of this Development Agreement.

13.8 Entire Agreement. This Development Agreement supersedes all previous understandings between Cargill and Bioamber concerning the  subject matter of this Development Agreement, including but not limited to the Term Sheet executed by the Parties on December 3, 2009  and December 4, 2009, and the Mutual Confidentiality Agreement between the Parties which was effective July 17, 2009, and, together with  its attachments, including the Commercial License Agreement attached hereto as Exhibit D executed concurrently with this Development  Agreement, contains the entire agreement between the parties with respect to the subject matter hereof, and may not be amended, modified,  or supplemented except in writing and signed by both Parties specifically referring to this Development Agreement and the Commercial  License Agreement.

13.9 Bioamber Non-Compete Commitment. Bioamber will not itself or with or through third parties engage in the development of biocatalysts  other than E. coli for the production of succinic acid or salts thereof, except for the development activities under the terms and conditions  of this Development Agreement. This obligation endures for the Term of this Development Agreement. Notwithstanding the above,  Bioamber shall be permitted to evaluate other biocatalysts, but shall not undertake development of such biocatalysts. The purpose of such  evaluations shall be to identify and eventually secure alternative technologies, in the event that the CB1 development program is not  successful. As such, Bioamber shall cease within 30 days any further funding and development of a biocatalyst, including but not limited  to the genetic modification or the optimization of fermentation conditions, when such biocatalyst has demonstrated the ability to produce  succinic acid at a concentration above [***] grams per liter. This restriction shall apply to any succinic acid biocatalyst other than E. coli,  be it a biocatalyst developed in-house, licensed-in, or under development at a third party lab that is funded by Bioamber or to which  Bioamber has secured a future right or right of first refusal through direct payment, in kind contribution, grant, gift, differed payment or  commitment to a future payment.





The Parties, through their authorized representatives, hereby agree to the terms and conditions of this Development Agreement.

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CARGILL, INCORPORATED  Bio Technology Development Center     BIOAMBER S.A.S.

/s/ Jack Staboch       /s/ Jean-François Huc Signature     Signature

VP BioTDC     Director General Title     Title

4/16/10     April 15, 2010 Date     Date





Exhibit A   Work Plan   Milestones

[***]

MILESTONE 1

[***]   Time to achieve: Month 12

MILESTONE 2

[***]   Time to achieve: Month 30

MILESTONE 3

[***]   Time to achieve: Month 42      Cargill Confidential   - 13 -   * Confidential treatment requested





Exhibit B   Cargill Patents and Patent Applications











   Cargill Confidential   - 14 -   * Confidential treatment requested

Publication #     Title     Filing Date     Expiration Date

[***]

Publication #     Title     Filing Date     Expiration Date

[***]

Publication #     Title     Filing Date     Expiration Date

[***]

Publication #     Title     Filing Date     Expiration Date

[***]

Publication #     Title     Filing Date     Expiration Date

[***]

Publication #     Title     Filing Date     Expiration Date

[***]





Exhibit C   Licensed Tool Kit

Basic Package   Content:











Additional Fee Option   Content:



   Cargill Confidential   - 15 -   * Confidential treatment requested

  •   [***]     •   [***]     •   [***]     •   [***]     •   [***]

  •   The price will be negotiated, but as of the Effective Date of this Agreement, the fair market value is base package price of US  $[***]

  •   Genome sequence of CB1, including assembly and annotations as is Cargill's state of the art at the time of the request.

  •   The price will be negotiated, but as of the Effective Date of this Development Agreement, the fair market value is price of US  $[***]





EXHIBIT D

COMMERCIAL LICENSE AGREEMENT      Cargill Confidential   - 16 -   * Confidential treatment requested





EXHIBIT E   Third Party Patents relating to the Work Plan

Third Party Patents relating to Modified Work Plan

   Cargill Confidential   - 17 -   * Confidential treatment requested

Publication number and title   Assignee [***]

Publication number and title   Assignee [***]





EXHIBIT F   Cargill's Guiding Principles















Cargill's Compliance Policy on Intellectual Property

[*** 2 pages omitted.]      Cargill Confidential   - 18 -   * Confidential treatment requested

  •   Cargill will comply with the laws of all countries to which it is subject.     •   Cargill will not knowingly assist any third party to violate any law of any country, by creating false documents or by any other means.     •   Cargill will not pay or receive bribes or participate in any other unethical, fraudulent, or corrupt practice.     •   Cargill will always honor all business obligations that it undertakes with absolute integrity.     •   Cargill will keep its business records in a manner that accurately reflects the true nature of its business transactions.

  •   Cargill managers and supervisors will be responsible that employees, consultants and contract workers under their supervision are  familiar with applicable laws and company policies and comply with them. Further, they will be responsible for preventing, detecting,  and reporting any violations of law of Cargill policies.     •   Cargill employees will not become involved in situations that create a conflict of interest between the company and the employee.     •   Every year, all Cargill employees sign an agreement to live these principles. 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.

Answer:
27128