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.

SeattleSoftwareDevelopers

SOFTWARE DEVELOPMENT AGREEMENT

PELICAN DELIVERS iOS APPLICATION  ENHANCEMENTS & WEB APPLICATION  DEVELOPMENT PHASE 1 4 102nd Ave NE Suite 300 Bellevue, WA 98004 (425) 256-2815 julian@seattlesoftwaredevelopers.com www .seattlesoftwaredeveIopers.com

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





STATEMENT OF WORK - APPENDIX A This Statement of Work is issued to and made part of that Software Development Agreement executed by and between Developer and Client on the Effective Date (the Agreement). Any word or phrase not otherwise defined in this Appendix will have the meaning ascribed in the Agreement.

1. Project Overview The purpose of this project is to develop additional features for the Pelican Delivers software. This includes POS integration, Google Maps API, payment processing features, ID verification, reporting, driver app improvement and workflow, and a front facing web application for customers to find, order, and receive products via deliver or pickup.

2. Specifications Number of applications included in Phase 1:1 Tech Stack: iOS (Objective - C or Swift), PhP, MySQL, AWS Hosting, jQuery, and JavaScript language: English Design: Custom to client

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





3. Delivery Schedule Based on the current requirements and this SOW, Seattle Software Developers estimates that this project will take around six [4] months of development, testing, and deployment. This estimate may change depending on unforeseen circumstances or requirements. We estimate that the website (Customer Portal) will take 3 months to complete because this will be the priority.

4. Fee Payment Schedule Fees: The Fees for the Project shall be $279,000.00 Payment Schedule: Client shall pay Developer: 20% Deposit ($55,800.00) to be paid at the start of the project. 20% ($55,800.00) to be paid upon completion of Milestone #1. 20% ($55,800.00) to be paid upon completion of Milestone #2. 20% ($55,800.00) to be paid upon completion of Milestone #3. 20% ($55,800.00) to be paid upon completion of Milestone #4.

*Milestone Delivery Schedule for Phase 1

Milestone #1 -January 1st, 2019 Milestone #2- February 1st, 2019. Milestone #3 - March 1st, 2019. Milestone #4 - April 1st, 2019.

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





5. Statement of Work Website (Customer Portal) Users will be able to go to the Pelican Delivers front-end website and easily search, browse, and order cannabis. Before a user can gain access to the website, they must first verify their birthday (users must be 21 and over to even view the website). · Header o There will be a header with a few basic informal menu items such as Home, How It Works, Features, etc. o To the very right there will be a Login/ Signup button and My Cart · Login / Signup o This will prompt the user to either Login or Signup for a new account o Login will ask the user for their email ID and password § If users have forgotten their password, they can click the Forgot Password link which will provide them with a recovery email · New users can select Sign-up and go through the quick and easy sign-up process. The application will ask for the user's: § Email § Password / Confirm Password § First Name § Last Name § Phone Number § Birthday · Profile o After the user logs in they can view their profile which will allow them to: § Edit their profile information § Add and verify their ID § Add delivery addresses § Select current delivery address o Users shall also be able to add their payment information § This is where the application will use Daily Pay and link to the customers bank · My Orders o Users can view their open orders, processing orders, in progress orders, and delivered § Open order - Customer has clicked checkout but has not paid, app is searching for drivers to fulfill the order.

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





§ Processing order - A driver has accepted the delivery request and the dispensary has been alerted to prepare the products for pickup. Payment has been successfully submitted by the customer. § In progress order -The driver has purchased the product from the vendor and is now on the way to delivering the product to the customer. § Delivered order -The driver has delivered the product to the customer and the customer has confirmed receipt of the order. o Users can also access their history and re-order the same products from a dispensary. This feature clears their current cart and populates it with the products from the previous order. · Search o The search bar will be powered by Google Maps o Search results will vary depending on the user's current delivery address in their profile or they can search another address in the search field o Results can be viewed in either a Map View or a List View o The only dispensaries that will be displayed are ones that can delivery to that address and are open. Closed stores will be displayed at the bottom of the screen and be grayed out o Results will have the dispensaries logo, name, address, phone number, and open hours · Selecting Dispensary o When users select a dispensary, they'll be able to search for products, navigate through categories, view products details (farm, THC, CBD, etc.), and change the size of the item o To order a user can hover over the item and click Add to Cart o Once a product has been added to cart, the My Cart in the header will update o By going to My Cart users can check-out and pay · Payment o Users will pay by linking their bank accounts via Evergreen Gateway o Account information will be stored and used for future orders o Once payment is confirmed users may proceed to completing their order · Age / ID Verification o After payment is confirmed users must upload their government issued ID and a selfie o Trulioo will verify if the issued ID is valid and if the selfie matches the ID o Once verification is completed the user will be able to complete the order · Check out o If customer ID has been verified and the customer's cart is confirmed, the application will search for nearby drivers. § If a driver is found, the driver can either accept of decline the order · Drivers will be notified one at a time (queue system), with the river closest to the dispensary being notified first, then the next driver, etc. · Each driver will have a set amount of time (e.g. 10 seconds) to accept or reject the order, or the order will automatically be rejected by time and the lack of response will be recorded for future reference/internal driver ranking in the future. § If the driver accepts, the dispensary will be notified of the order § If the driver declines, the application will look for another drive

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





o If no drivers are found, users will not be charged and will have the option to pick up the order in-store or browse for a new dispensary o If an order is accepted the dispensary will begin preparing the product for the driver to pick up o Customers will receive updates on the status of their order via SMS, email, or website Dispensary Portal Before dispensaries can access their account, they must provide the owners first and last n me, email, phone number, OBA, License Number, and upload a picture of their license. This process can be submitted manually or through an online form. Once Pelican verifies all their information, Pelican administrators can authorize the dispensaries account and the dispensary will be given credentials to access the dispensary portal. The application will have a database of business and license information provided by Pelican to help automate the verification process, however Pelican administrators must still manually authorize new dispensaries. · POS System o The application will tie into the dispensaries POS system and pull the inventory, product details, price, and quantity o The application will pull data from the POS system once every 1-2 hours o If a product is low, it will not be displayed on the front-end website or mobile apps § The low quantity can be defined by the dispensary § Ability for dispensary owner to input Username and Password for PO system connection using the Greenbits login to authenticate and connect. · Notifications o The application will notify dispensaries when an order comes through via § Email § Portal Notification § New orders will be listed at the top of the list · Orders o Dispensaries will be able to view the status of an order. New orders will be at the top of the list. The order will either be for pickup or delivery. § If the order is for pick up the dispensary just needs to prepare the order and wait for the customer to arrive § If the order is for delivery the dispensary will prepare the order and view the driver associated to that order § Once the driver comes in to pay and pick-up the order the dispensary ill verify the driver by matching the order ID and having the driver release funds for the purchase § After funds have been released the status of the order will be automatically updated and the dispensary the driver will begin delivering the product to the customer

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





o Dispensaries can run basic reports on orders § Products § Dates § Product / Product Details § Quantity § Product Size § Delivery Address I City § Revenue · Products o Products will be populated by pulling inventory from POS system § Script will run every 1-2 hours to update the inventory o Have the ability to associate multiple images to products Admin Portal · Verifications o Admins will manually verify new dispensaries that sign-up by reviewing their uploaded documents § Once verified they can select Approved and that will grant the dispensary access to the portal · If accepted, it will send an automated email to the dispensary notifying them § Admins can decline the application. · If declined it will send an automated email to the dispensary notifying them o Driver ID and License verification § Driver applications displayed here with uploaded licenses · Drivers will have to fill out and upload a 1099 or w-9 tax document. · Once all documents are verified a green check mark next to background check will appear · Reports Reports will be very basic for phase 1. Seattle Software Developers will try their best to complete the following features in Phase 1 but will not be penalized if they are pushed to Phase 2. o Dispensary orders by history/volume over custom time periods o Order Details broken down by dispensary o Driver transaction history · User management o User creation/management for dispensaries, drivers and customers, including viewing basic profile information and password resets. o Ability to add funds to driver, dispensaries and customers to their Pelican accounts.

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





Back-end Development · Evergreen Gateway o Customer payments go into Evergreen Gateway o Payments are distributed from Evergreen Gateway via Daily Pay to drivers and dispensaries · Daily Pay o Customer orders the product and pays Pelican through Evergreen Gateway. o Payment is held in Pelican's escrow account in Evergreen Gateway. o Order goes into a pending / processing status. o When the driver goes to pick up the product, he/she brings up the order and hits release funds in the phone after verifying the order. o The money goes to the dispensaries Daily Pay account, and they can withdraw from the Evergreen Gateway accounts through the daily pay application / APL o When the driver delivers the order and customer acknowledges order received, then the driver and Pelican get paid. o Stores and Drivers will both have Daily Pay accounts tied to their bank accounts. o Driver will scan the customers ID using the Trulioo API right before they handle the delivery to the customer. After this last ID check, the transaction will be completed. · Trulioo o Will be used to verify government issued IDs o Compare and match users ID with selfie's o Make sure users are of age · Twilio o Will be used for client to customer communication during an order · Payouts, Subscription fees, flat fees, commissions fees § Commission fees - 25% commission on delivery orders. Admin will have the ability to change the % or fee based on dispensary § Flat fees - $1 in store pickup orders through the app or website § Subscription Fee - $500 a month subscription per store · Top sponsors will pay $750 instead of $500 § Withdrawing Fee - $1 fee added to the existing daily pay fees § Delivery fee - 20% of delivery fee will go to Pelican. 80% will go to driver · Integrating with Dispensaries POS system o Dispensaries menu should be searchable for web. o Spider / crawling SEO o Only working on integrating with Greenbits for phase 1 · State Module - Creating state rules o Legal age to purchase o State is recreational or medical or both o Purchase limits - how much product can a customer purchase at a time

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





o If Medical Marijuana State - we will need an upload feature for customers to upload their medical marijuana recommendation (no medical orders will be allowed in phase 1) · Dispensary Sign Up o When new retail shops sign up, they will have a list of available zip codes o Only one dispensary per zip code will be allowed o Once a zip code is claimed it will not be available until that dispensary stops he monthly fee or gets removed from the system Driver Companion App (iOS) The driver companion app will be available on the iOS platform for Phase 1 but will eventually be made available on Android. The companion app will allow drivers to signup, become authenticate and authorized by Pelican, create/link their payment accounts, view orders, choose to confirm orders, navigate to dispensaries/customers, and view order histories. Ability to Start and End shift. Makes driver active or inactive. · Login / Signup o This will prompt the driver to either Login or Signup for a new account o Login will ask the drivers for their email ID and password § If drivers have forgotten their password, they can click the Forgot Password link which will provide them with a recovery email o New drivers can select Sign-up and go through the quick and easy sign-up process. The application will ask for the user's: § Email § Password / Confirm Password § First Name § Last Name § Phone Number § Birthday § Driver's License § Car License Plate # § Car Make/Model and photo § Driver Photo § Upload car insurance paperwork · Profile o After the driver logs in they can view their profile which will allow them to: § Edit their profile information § Change Password § Submit vehicle change information § Set Delivery Radius (open orders within this radius will be shown to the driver) § Drivers can also add their bank account information and withdraw Daily Pay funds

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





· Delivery Info o Drivers can view Open Orders within their radius and select them for deliver § Time estimates will come based on Google API § Once a driver has selected an Open Order and the customer has completed the purchase, the Order changes to Processing Order and allows the Driver to navigate to the Dispensary. § After arriving at the dispensary, driver can press Order Pickup, which signals the driver has purchased the product from the dispensary. § Driver can then navigate to the customer for product delivery, customer can view driver's eta based on their location and Google navigation results. § If the driver has any issues with product pickup or delivery, they can contact the customer via SMS (using Twilio API) § Upon arrival at customer location, driver must verify customer identity by taking a picture of/scanning the customer's ID. Once the customer's ID is verified and the product is delivered, the customer must confirm receipt of the product for the order to be considered complete. · Delivery History o Drivers will be able to view their previous deliveries

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020





7. Acknowledgement by Client Client agrees to the terms of the Statement of work Appendix A hereto attached and acknowledges receipt of a copy of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. Acceptance by Developer SEATTLE SOFTWARE DEVELOPERS, Inc. By: /s/ Julian Valentine Julian Valentine, VP

Acceptance by Client: PELICAN DELIVERS INC. By: /s/ Dave Comeau Dave Comeau, Shareholder

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Source: PELICAN DELIVERS, INC., S-1, 2/11/2020 
Question: Highlight the parts (if any) of this contract related to Parties that should be reviewed by a lawyer. Details: The two or more parties who signed the contract
16472

This Amendment is entered into effective October 1,1996 (Amendment Date) by and between NETGEAR, Inc. (NETGEAR), a wholly owned subsidiary of Bay Networks, Inc., and Ingram Micro (Distributor) acting on behalf of itself and its affiliates.

NETGEAR and Distributor having previously entered into a Distributor Agreement (Agreement) with an Effective Date of March 1,1996, now mutually agree to amend that Agreement as follows:

1.       Subject to the terms of this Amendment, the Territory listed in Section          2 of the Agreement is amended to be the United States and [*].

2.       During the initial one year period beginning on the Amendment Date,          Distributor shall be the only distributor appointed by NETGEAR in [*],          subject to Distributor conducting mutually agreed to marketing          activities as described in the Marketing Plan for [*] to be developed          and agreed to by and between the parties and which shall be attached to          and made a part of this Agreement as Exhibit 4a. For the purposes of          this provision, distributor shall mean a company acquiring products          directly from NETGEAR for resale or license to dealers or other second          tier resellers which in turn resell or license the products to end use          customers. The foregoing notwithstanding, during the [*] and any          subsequent period, NETGEAR reserves the right to sell or license          Products in [*] to customers other than distributors such as, but not          limited to resellers who procure Products at centralized locations for          resale to end-use customers solely through their wholly or majority          owned retail outlets, both store-front and catalog. Following the [*],          for any extension or renewal term, Distributor's appointment as          Distributor shall be non-exclusive and NETGEAR may appoint other          distributors in [*] at its sole discretion.

3.       The terms and conditions of this Amendment, shall amend and supersede          any conflicting terms of the original Agreement. All other terms of the          original Agreement shall remain unchanged.

IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of the date first written above.

NETGEAR:                                       DISTRIBUTOR:

NETGEAR, INC.                                  INGRAM MICRO

By: /s/ Lloyd Cainey                           By: /s/ Michael Terrell     ---------------                                ------------------- Name: /s/ Lloyd Cainey                         Name:   Michael Terrell Title: Exec VP Enterprise Business Group       Title:  Vice President Purchasing Date:  4/30/97                                 Date:   2/21/97

Ingram Amendment                        1                                 111296

                         CONFIDENTIAL TREATMENT REQUEST

* Portions denoted with an asterisk have been omitted and filed separately with   the Securities and Exchange Commission pursuant to a request for confidential   treatment.

[INGRAM MICRO LOGO]

                               AMENDMENT #2 TO THE                              DISTRIBUTION AGREEMENT

THIS AMENDMENT (the Amendment) is entered into this 15th day of July 1998, by and between INGRAM MICRO INC. (Ingram) and NETGEAR, INC. (Vendor).

The parties have agreed to amend their Distribution Agreement (Agreement) dated October 1,1996.

1.       Section 2, TERRITORY, is amended to be United States, [*].

2.       This Amendment shall remain in effect for the current term and any          renewal term of the Agreement.

Notwithstanding the foregoing, all other provisions of the Agreement remain unchanged. The undersigned has read this Amendment, agrees hereto, and is an authorized representative of its respective party.

INGRAM MICRO INC.                                    NETGEAR, INC. 1600 East St. Andrew Place                           4401 Great America Parkway Santa Ana, CA 92705                                  P.O. Box 58185                                                      Santa Clara, CA 95052-8185

By: /S/ AC Mann                                         By: /s/ PATRICK Lo     ----------------                                        -------------------- Name:  AC Mann                                       Name:  PATRICK Lo Title: VP Purchasing                                 Title: V. P.

Netgear, Inc.                     1                  Confidential Doc Rev 2/97                                              7/15/98 
Question: Highlight the parts (if any) of this contract related to Agreement Date that should be reviewed by a lawyer. Details: The date of the contract
3253

PHOTO RETOUCHING OUTSOURCING AGREEMENT

Between: DGT Corp. Suite 207 - 1130 Austin Avenue, Coquitlam, British Columbia, Canada V3K 3P5 (hereinafter referred to as DGT)

And: Dolphin Industries Limited Room 1302 Golden Gate Commercial Bldg 136 Austin Road Tsimshatsui, Hong Kong (hereinafter referred to as Dolphin)

WHEREAS:

DGT is an internet provider of professional digital photo-editing services for photography studios and digital photo processors.

Both parties are desirous of entering into this Agreement regarding the outsourcing of photo-editing services of DGT's clients in the North American market place and elsewhere.

NOW THEREFORE THIS AGREEMENT WITNESSETH that both parties agrees as follows: 1.DGT shall pay Dolphin USD10,000, for carrying out the beta testing of the quality of their photo-editing services and testing of the Internet bandwidth for file transmission. This amount is to be paid in two monthly installments, USD5,000 on the date of this Agreement and USD5,000, 30 days subsequent to the date of this Agreement; 2.Upon successful completion of the beta testing stage, DGT will guarantee Dolphin the greater of: (1) USD5,000 for each 30 day period of photo-editing work completed for a total of 90 days (payment to be effective 30 days from the successful completion of the beta tests); or (2) a minimum of 3,300 pictures to be edited for each 30 day period for a total of 90 days at USD1.50 per finished digital photo; 3.Dolphin agrees to complete its photo-editing services within 14 days of receiving the original digital photo files. The completed files must meet DGT pre-defined standards for finished products; 4.Dolphin shall charge DGT USD1.50 per delivered, completed photo. The price per unit shall be open to renegotiation - in response to competitive pricing pressures - upon receipt of written notice at any time by either party;     Page 1 of 5





    5.Dolphin will provide photo-editing services exclusively, at DGT option, when the number of downloaded photos to be edited by Dolphin totals 50,000 in a single year; 6.Dolphin acknowledges that it is illegal to copy or reproduce these photographs, including but not limited to electronic reproduction, without DGT expressed permission, and any violation will be subject to civil and criminal penalties.   WHEREAS BOTH PARTIES AGREE FURTHER TO THE TERMS AND CONDITONS AS FOLLOWS:   Indemnity And Limitation of Liability:    Dolphin hereby indemnifies, holds harmless and defends DGT, its Board of Directors, officers, and agents against any and all claims (including all legal fees and disbursements incurred in association therewith) arising out of the exercise of any rights under this Agreement including, without limiting the generality of the foregoing, against any damages or losses, consequential or otherwise, arising from or out of the use of DGT's products under this Agreement by Dolphin or their customers or end-users howsoever the same may arise.   DGT's total liability, whether under the express or implied terms of this Agreement, in tort (including negligence), or at common law, for any loss or damage suffered by Dolphin, whether direct, indirect or special, or any other similar or like damage that may arise or does arise from any breaches of this Agreement by DGT and its Directors, Officers or agents, shall be limited to the amount of the cost of the products.   In no event shall DGT be liable for consequential or incidental damages arising from any breach or breaches of this Agreement.   No action, whether in contract or tort (including negligence), or otherwise arising out of or in connection with this Agreement, may be brought by Dolphin more than six months after the cause of action has occurred.   Right of photo   Records:   Dolphin shall maintain at its principal place of business, or such other place as may be most convenient, separate accounts and records of all services provided to DGT, such accounts and records to be in sufficient detail to enable proper returns to be made under this Agreement.   Dolphin shall deliver to DGT on the date 30 days after each and every year a detailed photo-editing report on all services provided on a unit basis (i.e. customer number, file number, cost).     Page 2 of 5





    The calculation shall be carried out in accordance with generally accepted U.S. accounting principles (GAAP), or the standards and principles adopted by the U.S. Financial Accounting Standards Board (FASB) applied on a consistent basis.   During the term of this Agreement, and thereafter, Dolphin shall use reasonable efforts to ensure that all information provided to DGT or its representatives pursuant to this Article remains confidential and is treated as such by DGT.   Governing Law And Arbitration:   This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, USA in force therein without regard to its conflict of law rules. All parties agree that by executing this Agreement they have attorned to the jurisdiction of the Supreme Court of the United States. The Supreme Court shall have exclusive jurisdiction over this Agreement.   In the event of any dispute arising between the parties concerning this Agreement, its enforceability or the interpretation thereof, the same shall be settled by a single arbitrator appointed pursuant to the provisions of the Commercial Arbitration Act of the State of Nevada, or any successor legislation then in force. The language to be used in the arbitration proceedings shall be English.   Notices:   All payments, reports and notices or other documents that any of the parties hereto are required or may desire to deliver to any other party hereto may be delivered only by personal delivery or by registered or certified mail, telex or fax, all postage and other charges prepaid, at the address for such party set forth below or at such other address as any party may hereinafter designate in writing to the others. Any notice personally delivered or sent by telex or fax shall be deemed to have been given or received at the time of delivery, telexing or faxing. Any notice mailed as aforesaid shall be deemed to have been received on the expiration of five days after it is posted, provided that if there shall be at the time of mailing or between the time of mailing and the actual receipt of the notice a mail strike, slow down or labour dispute which might affect the delivery of the notice by the mails, then the notice shall only be effected if actually received.   Termination:   DGT shall be entitled to terminate this Agreement if Dolphin fails to meet its requirements and material obligation hereunder and only after DGT have given Dolphin written notice of such failure and only after Dolphin has not rectified such failure within 10 days of the notice. Dolphin shall be entitled to terminate this Agreement only after DGT fails to meet a material obligation hereunder and only after Dolphin has given DGT written notice of such failure and only after the DGT has not rectified such failure within 30 days of the notice.     Page 3 of 5





    General:   1.Dolphin shall be entitled to defer any obligation hereunder in the event of force majeure, where force majeure is defined as an act of God, war, revolution, insurrection, riot, blockade or any other unlawful act against public order or authority, strike, lockout or other industrial disturbance, storm, fire, flood, explosion or lightning, the failure to obtain the approval or any government, governmental agency, commission, board or other tribunal having jurisdiction, and any other event not reasonably within the control of Dolphin;   2.Any notice, demand, payment or other communication (collectively the Correspondence) to be given hereunder shall be in writing and shall be delivered to the address or fax number of the party appearing herein;   3.Both parties shall do all such things and execute all such written materials as may be required to carry out the full intent and meaning of this Agreement; and   4.This is the entire Agreement between the parties in respect of the matter referred to herein and no amendment or interpretation of this Agreement will be binding on the parties unless same is in writing executed by the parties hereto.   5.Dolphin shall permit any duly authorized representative of DGT, during normal business hours and at DGT's sole risk and expense, to enter upon and into any premises of Dolphin for the purpose of inspecting the service.   6.Nothing contained herein shall be deemed or construed to create between the parties hereto a partnership or joint venture. No party shall have the authority to act on behalf of any other party, or to commit any other party in any manner or cause whatsoever or to use any other party's name in any way not specifically authorized by this Agreement. No party shall be liable for any act, omission, representation, obligation or debt of any other party, even if informed of such act, omission, representation, obligation or debt.   7.Subject to the limitations hereinbefore expressed, this Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.   8.No condoning, excusing or overlooking by any party of any default, breach or non-observance by any other party at any time or times in respect of any covenants, provisos or conditions of this Agreement shall operate as a waiver of such party's rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance, so as to defeat in any way the rights of such party in respect of any such continuing or subsequent default or breach, and no waiver shall be inferred from or implied by anything done or omitted by such party, save only an express waiver in writing.   9.No exercise of a specific right or remedy by any party precludes it from or prejudices it in exercising another right or pursuing another remedy or maintaining an action to which it may otherwise be entitled either at law or in equity.     Page 4 of 5





    10.Marginal headings as used in this Agreement are for the convenience of reference only and do not form a part of this Agreement and are not be used in the interpretation hereof.   11.If any Article, part, section, clause, paragraph or subparagraph of this Agreement shall be held to be indefinite, invalid, illegal or otherwise voidable or unenforceable, the entire Agreement shall not fail on account thereof, and the balance of this Agreement shall continue in full force and effect.   12.Time shall be of the essence of this Agreement.   13.Whenever the singular or masculine or neuter is used throughout this Agreement the same shall be construed as meaning the plural or feminine or body corporate when the context or the parties hereto may require.     IN WITNESS WHEREOF the parties hereto have hereunto executed this Agreement on the 1st  day of JUNE , 2006 , but effective as of the Date of Commencement.   SIGNED FOR AND ON BEHALF of DGT CORP.   ) by its duly authorized officers: )   ) ) /s/ Norman Joe, President ) Authorized Signatory )   ) SIGNED FOR AND ON BEHALF of DOLPHIN INDUSTRIES LIMITED ) ) by its duly authorized officers: )   )   ) /s/ Chung-Keung Ho, President/Director ) Authorized Signatory ) 
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.

2968