In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

Ex Input:
EXHIBIT 4.25 INFORMATION IN THIS EXHIBIT IDENTIFIED BY [ * * * ] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. SERVICES AGREEMENT This Services Agreement (this Agreement) is entered into on October 1, 2019 and is made effective as of November 1, 2019 (the Effective Date), by and between [ * * * ] (the Provider), and TELCOSTAR PTE, LTD., a company organized and existing under the laws of Singapore and Ability Computer & Software Industries Ltd, a company organized and existing under the laws of the State of Israel (each and both of them Recipient). Each of the foregoing parties is referred to herein as a Party and together as the Parties. RECITALS A. Recipient wishes to engage the Provider to provide certain services and resources (the Services) and Provider desires to provide Recipient with the Services all in accordance with the terms and conditions set forth herein. AGREEMENT The Parties hereby agree as follows: 1. Services. 1.1 Provision of Services. (a) Provider agrees to provide the Services set forth on the Exhibit A attached hereto (as such Exhibit may be amended or supplemented pursuant to the terms of this Agreement, the Exhibit) to Recipient for the respective periods and on the other terms and conditions set forth in this Agreement and in the Exhibit. Notwithstanding the contents of the Exhibit, Provider agrees to respond in good faith to any reasonable request by Recipient for access to any additional services and resources that are necessary for the operation of the Recipient and which are not currently contemplated in the Exhibit, at a price to be agreed upon after good faith negotiations between the Parties. Any such additional services and resources so provided by Provider shall constitute Services under this Agreement and be subject in all respect to the provisions of this Agreement as if fully set forth on the Exhibit as of the date hereof. (b) Recipient may freely assign its rights under this Agreement to receive the Services to any of its affiliates. 1.2 Standard of Service. (a) Provider represents, warrants and agrees that the Services shall be provided in good faith, in accordance with applicable law and in a manner generally consistent with the historical provision of the Services and with the same standard of care as historically provided. (b) Provider shall maintain complete and accurate records relating to the provision of the Services under this Agreement, in such form as Recipient shall approve.





(c) Provider shall use its best efforts to provide for employees or contractors to perform the Services, each of whose names, positions, and respective levels of experience and relevant licenses shall be set out in Exhibit A attached hereto (collectively, the Provider Representatives). Provider may not make any change in the Provider Representatives without the prior consent of the Recipient. Provider Representatives shall be dedicated to solely providing the Services to Recipient and shall not provide any such services or resources to Provider or any other customer of Provider. (d) Recipient acknowledges that this Agreement does not create a fiduciary relationship, partnership, joint venture or relationships of trust or agency between the Parties and that all Services are provided by Provider as an independent contractor. (e) Notwithstanding anything to the contrary in this Section 1.2: (a) in the event that Provider uses any subcontractors to perform any Services, Provider is not released from responsibility for its obligations under this Agreement; (b) Provider shall remain fully responsible, financially and otherwise, for the Services provided by each subcontractor to the same extent as if Provider had performed the Services itself (subject to the limitations set forth in this Agreement) and agrees to pay the fees and expenses of any such subcontractor; (c) Provider shall remain ultimately responsible for ensuring that the Services are provided and any such subcontractor performs any such obligations in accordance with the terms of this Agreement, and (d) the obligations with respect to the nature, quality and standards of care set forth in Section 1.2 are satisfied with respect to any Service provided by any subcontractor. (f) Provider shall at all times during the term of this Agreement maintain, or cause to be maintained, the computer software and computer hardware that is used in connection with the Services with substantially the same degree of care, skill and diligence with which Provider maintains, or causes to be maintained, as of the Effective Date, such computer software and computer hardware for itself, consistent with past practices, as of the Effective Date, including without limitation, with respect to type, quality and timeliness of such maintenance. 1.3 Additional Services. Nothing in this Agreement shall be construed to prevent the Recipient from itself performing or from acquiring services from other providers that are similar to or identical to the Services. 1.4 Intellectual Property. (a) Recipient shall own, and Provider hereby irrevocably assigns to the Recipient, all rights, title, and interest in any invention, technique, process, device, discovery, improvement, or know-how, whether patentable or not and all other proprietary rights, industrial rights and any other similar rights, in each case on a worldwide basis, and all copies and tangible embodiments thereof, or any part thereof, in whatever form or medium hereafter made or conceived solely or jointly by Provider while working for or on behalf of the Recipient, which relate to, is suggested by, or results from the Services. (b) At Recipient's request, Provider shall disclose any such invention, technique, process, device, discovery, improvement, or know-how promptly to Recipient. Provider shall, upon request of Recipient, promptly execute a specific assignment of title to Recipient, and do anything else reasonably necessary to enable Recipient to secure for itself, patent, trade secret, or any other proprietary rights.

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(c) All writings or works of authorship, including, without limitation, program codes or documentation, produced or authored by Provider in the course of performing services for the Recipient, together with any associated copyrights, are works made for hire and the exclusive property of the Recipient. To the extent that any writings or works of authorship may not, by operation of law, be works made for hire, this Agreement shall constitute an irrevocable assignment by Provider to the Recipient of the ownership of and all rights of copyright in, such items, and the Recipient shall have the right to obtain and hold in its own name, rights of copyright, copyright registrations, and similar protections which may be available in the works. Provider shall give the Recipient or its designees all assistance reasonably required to perfect such rights. 2. Compensation. 2.1 Responsibility for Wages and Fees. For such time as any employees of Provider are providing the Services to Recipient under this Agreement, (a) such employees will remain employees of Provider and shall not be deemed to be employees of Recipient for any purpose, and (b) Provider shall be solely responsible for the payment and provision of all wages, bonuses and commissions, employee benefits, including severance and worker's compensation, and the withholding and payment of applicable taxes relating to such employment. 2.2 Terms of Payment and Related Matters. (a) As consideration for provision of the Services following the Effective Date, Recipient shall pay Provider an amount equal to Provider's actual cost of providing the Services plus a 10% service fee. In addition to such amount, in the event that Provider incurs reasonable and documented out-of-pocket expenses in the provision of any Service, including, without limitation, license fees and payments to third-party service providers or subcontractors (such included expenses, collectively, Out-of-Pocket Costs), Recipient shall reimburse Provider for all such Out-of-Pocket Costs. (b) (i) Provider shall provide Recipient with monthly invoices (Invoices), which shall set forth in reasonable detail, with such supporting documentation as Recipient may reasonably request with respect to Out-of-Pocket Costs, amounts payable under this Agreement, and (ii) payments pursuant to this Agreement shall be made within fifteen (15) days after the date of receipt of an Invoice by Recipient from Provider. (c) Provider shall allow the Recipient to use [ * * * ] at no cost, until December 31, 2021. 2.3 Invoice Disputes. In the event of an Invoice dispute, Recipient shall deliver a written statement to Provider prior to the date payment is due on the disputed Invoice listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed shall be deemed accepted and shall be paid, notwithstanding disputes on other items. The Parties shall seek to resolve all such disputes expeditiously and in good faith. Provider shall continue performing the Services in accordance with this Agreement pending resolution of any dispute.

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2.4 No Right of Setoff. Each of the Parties hereby acknowledges that it shall have no right under this Agreement to offset any amounts owed (or to become due and owing) to the other Party, whether under this Agreement, the Purchase Agreement or otherwise, against any other amount owed (or to become due and owing) to it by the other Party. 3. Termination. 3.1 Termination of Agreement. This Agreement be deemed effective as of the Effective Date, Agreement and shall terminate on December 31, 2020, unless terminated earlier in accordance with Section 3.2. 3.2 Each of the Recipient and the Provider may, in their sole discretion, terminate this Agreement in whole or in part, at any time without cause, and without liability except, in the case of the Recipient, for required payment for services rendered and reimbursement for authorized expenses incurred, by providing at least 90 (ninety) days' prior written notice to the other party (such date, the Services Termination Date). 3.3 Breach. Any Party (the Non-Breaching Party) may terminate this Agreement with respect to any Service, in whole but not in part, at any time upon prior written notice to the other Party (the Breaching Party), if the Breaching Party has failed (other than pursuant to Section 3.6) to perform any of its material obligations under this Agreement relating to such Service, and such failure shall have continued without cure for a period of 30 days after receipt by the Breaching Party of a written notice of such failure from the Non-Breaching Party seeking to terminate such service. For the avoidance of doubt, non-payment by Recipient for a Service provided by Provider in accordance with this Agreement and not the subject of a good-faith dispute shall be deemed a breach for purposes of this Section 3.3. 3.4 Insolvency. In the event that either Party hereto shall (a) file a petition in bankruptcy, (b) become or be declared insolvent, or become the subject of any proceedings (not dismissed within sixty (60) days) related to its liquidation, insolvency or the appointment of a receiver, (c) make an assignment on behalf of all or substantially all of its creditors, or (d) take any corporate action for its winding up or dissolution, then the other party shall have the right to terminate this Agreement by providing written notice in accordance with Section 6.6. 3.5 Effect of Termination. Upon termination of this Agreement in its entirety pursuant to Section 3.1, all obligations of the Parties hereto shall terminate, except for the provisions of Section 2.2, and the entirety of Sections 4, 5 and 6, which shall survive any termination or expiration of this Agreement. 3.6 Upon expiration or termination of this Agreement for any reason, Provider shall promptly: (a) Deliver to Recipient all documents, work product, and other materials, whether or not complete, prepared by or on behalf of Provider in the course of performing the Services for which Recipient has paid. (b) Return to Recipient all Recipient -owned property, equipment, or materials in its possession or control.

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(c) Remove any Provider-owned property, equipment, or materials located at Recipient's locations. (d) Deliver to Recipient, all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Recipient's Confidential Information. (e) On a pro rata basis, repay all fees and expenses paid in advance for any Services which have not been provided. (f) Permanently erase all of Recipient's Confidential Information from its computer systems. (g) Certify in writing to Recipient that it has complied with the requirements of this Section 3.6 3.7 Force Majeure. If Provider is prevented from or delayed in complying, either totally or in part, with any of the terms or provisions of this Agreement by reason of fire, flood, storm, strike, lockout or other labor trouble or shortage, delays by unaffiliated suppliers or carriers, shortages of fuel, power, raw materials or components, any law, order, proclamation, regulation, ordinance, demand, seizure or requirement of any governmental authority, riot, civil commotion, war, rebellion, acts of terrorism, nuclear accident or other causes beyond the reasonable control of Provider, or acts, omissions, or delays in acting by any governmental or military authority or Recipient (each, a Force Majeure), then upon written notice to Recipient, the Services affected by the Force Majeure (the Affected Services) and/or other requirements of this Agreement will be suspended during the period of such Force Majeure and Provider will have no liability to Recipient or any other party in connection with such Affected Services. If the Force Majeure in question prevails for a continuous period in excess of three months after the date on which the Force Majeure begins, Provider shall be entitled to give notice to Recipient to terminate the Affected Services. The notice to terminate must specify the termination date, which must be not less than ten (10) days after the date on which the notice to terminate is given. Once a notice to terminate has been validly given, the Affected Services will terminate on the termination date set out in the notice. Neither Party shall have any liability to the other in respect of termination of the Affected Services due to Force Majeure, but rights and liabilities which have accrued prior to termination shall subsist.

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4. Confidentiality. 4.1 Confidentiality. During the term of this Agreement and thereafter, the Parties hereto shall, and shall instruct their respective representatives to, maintain in confidence and not disclose the other Party's financial, technical, sales, marketing, development, personnel, and other information, records, or data, including, without limitation, customer lists, supplier lists, trade secrets, designs, product formulations, product specifications or any other proprietary or confidential information, however recorded or preserved, whether written or oral (any such information, Confidential Information). Each Party hereto shall use the same degree of care, but no less than reasonable care, to protect the other Party's Confidential Information as it uses to protect its own Confidential Information of like nature. Unless otherwise authorized in any other agreement between the Parties, any Party receiving any Confidential Information of the other Party (the Receiving Party) may use Confidential Information only for the purposes of fulfilling its obligations under this Agreement (the Permitted Purpose). Any Receiving Party may disclose such Confidential Information only to its representatives who have a need to know such information for the Permitted Purpose and who have been advised of the terms of this Section 4.1 and the Receiving Party shall be liable for any breach of these confidentiality provisions by such Persons; provided, however, that any Receiving Party may disclose such Confidential Information to the extent such Confidential Information is required to be disclosed by law, in which case the Receiving Party shall promptly notify, to the extent possible, the disclosing party (the Disclosing Party), and take reasonable steps to assist in contesting such disclosure requirement or in protecting the Disclosing Party's rights prior to disclosure, and in which case the Receiving Party shall only disclose such Confidential Information that it is advised by its counsel in writing that it is legally bound to disclose. Notwithstanding the foregoing, Confidential Information shall not include any information that the Receiving Party can demonstrate: (a) was publicly known at the time of disclosure to it, or has become publicly known through no act of the Receiving Party or its representatives in breach of this Section 4.1, (b) was rightfully received from a third party without a duty of confidentiality, or (c) was developed by it independently without any reliance on the Confidential Information. 4.2 Return of Confidential Information. Upon demand by the Disclosing Party at any time, or upon expiration or termination of this Agreement with respect to any Service, the Receiving Party agrees promptly to return or destroy, at the Disclosing Party's option, all Confidential Information received in connection with this Agreement. If such Confidential Information is destroyed, an authorized officer of the Receiving Party shall certify to such destruction in writing. 5. Indemnification. 5.1 Indemnification. Provider shall indemnify, defend, and hold harmless Recipient and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, Indemnified Party) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by Indemnified Party or awarded against Indemnified Party (collectively, Losses), relating to/arising out of or resulting from any claim of a third party or Recipient arising out of or occurring in connection with Provider's negligence, willful misconduct, or breach of this Agreement. Provider shall not enter into any settlement without Recipient's or Indemnified Party's prior written consent. 6. Miscellaneous. 6.1 Entire Agreement. This Agreement, the Purchase Agreement and the documents referred to herein and therein constitute the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof.

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6.2 Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. Provider may not assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of Recipient. 6.3 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile and electronic mail (including portable document format (PDF) or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com). 6.4 Titles and Headings. Titles and section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 7. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7: If to Provider: [ * * * ] With a copy to: N/A If to Recipient: TELCOSTAR PTE. LTD 6 Eu Tong Sen Street Tel Aviv, Israel, 6770007 #10-15 The Central Singapore 059817 Email: avi@ability.co.il Attention: Avi Levin With a copy to: McDermott Will & Emery LLP 340 Madison Avenue New York, NY 10173-1922 Telephone: (212) 547-5541 Facsimile: (212) 547-5444 EMAIL: GEMMANUEL@MWE.COM Attention: Gary Emmanuel

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Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth. 7.1 Further Assurances. The Parties agree (a) to furnish upon request to each other such further information, (b) to execute and deliver to each other such other documents, and (c) to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement. 7.2 Governing Law. This Agreement and any claim, controversy or dispute arising out of or related to this Agreement, any of the transactions contemplated hereby and/or the interpretation and enforcement of the rights and duties of the Parties, whether arising in contract, tort, equity or otherwise, shall be governed by and construed in accordance with the domestic laws of the State of Israel (including in respect of the statute of limitations or other limitations period applicable to any such claim, controversy or dispute), without giving effect to any choice or conflict of law provision or rule (whether of the State of Israel or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Israel. 7.3 Consent to Jurisdiction. The Parties hereby irrevocably submit any disputes under this Agreement to the exclusive jurisdiction of the courts located in Tel-Aviv, Israel, provided however, that Recipient shall be entitled to seek an injunction or other appropriate remedy against Provider in the country in which Provider has acted in breach of the terms hereof. 7.4 Specific Performance. The Parties hereby agree that, in the event of breach of this Agreement, damages would be difficult, if not impossible, to ascertain and that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, it is hereby agreed that the Parties shall be entitled to seek an injunction or other equitable relief in any court of competent jurisdiction to enjoin any such breach and enforce specifically the terms and provisions hereof, this being in addition to any other remedy or right to which they are entitled at law or in equity, without any necessity of proving damages or any requirement for the posting of a bond or other security. 7.5 Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by Recipient and the Provider. No waiver by any Party of any provision of this Agreement or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the Party making such waiver nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

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7.6 Severability. Any term or provision of this Agreement that is held invalid or unenforceable by a court of competent jurisdiction or other competent governmental authority in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. Upon such a determination, the Parties shall negotiate in good faith to replace invalid or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid or unenforceable provisions. 7.7 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word including shall mean including without limitation. 7.8 Incorporation of Exhibits and Disclosure Schedule. The Exhibit identified in this Agreement is incorporated herein by reference and made a part hereof. 7.9 Amendment and Restatement. This Agreement amends and restates in full the Production Contract. [SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties have executed this Services Agreement as of the date first written above. PROVIDER: RECIPIENT: [ * * * ] [ * * * ] By: By: Name: Name: Title: Title:

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EXHIBIT A Services [ * * * ] 11

Ex Output:
Highlight the parts (if any) of this contract related to Ip Ownership Assignment that should be reviewed by a lawyer. Details: Does intellectual property created  by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?


Ex Input:
EXHIBIT 10.1   STRATEGIC SALES & MARKETING AGREEMENT   THIS STRATEGIC SALES & MARKETING AGREEMENT (the Agreement) is effective as of the last date provided for on the signature page and is entered into by and between SightLife Surgical, Inc., a Delaware corporation, having its principal place of business at 1200 6th Ave, Ste. 300, Seattle, WA 98101 (Surgical) and Imprimis Pharmaceuticals, Inc., a Delaware corporation, and its subsidiaries, having its principal place of business at 12264 El Camino Real, Suite 350, San Diego, CA 92130 (Imprimis).   WHEREAS, Imprimis and/or its subsidiary companies are licensed and accredited pharmacies and/or outsourcing facilities;   WHEREAS, Surgical is a cornea-focused organization that provides comprehensive services to support ophthalmic surgeons; and   WHEREAS, Imprimis wishes to engage Surgical and its employees to provide contract sales services under the terms and conditions as set forth below.   NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Surgical and Imprimis agree, intending to be legally bound, as follows:   1. Sales Representation Services.     1.1. Surgical  will provide sales representation services to Imprimis during the Term of this Agreement (Surgical and its sales representatives may be referred to collectively hereinafter as Surgical). The sales representation services (Services) are set forth in the Statement of Work (SOW) that is attached hereto as Appendix A and made a part hereof, as it may be amended from time to time by the parties hereto.         1.2. Surgical represents and warrants to Imprimis that: (a) Surgical has the required skill, experience and qualifications to perform the Services, shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner; and (b) Surgical shall perform the Services in compliance with all applicable federal, state and local laws and regulations.   2. Effective Date; Term and Termination.     2.1. This Agreement shall be effective on the later of the dates that it is executed by Imprimis and Surgical (the Effective Date) and shall terminate pursuant to the terms of the SOW (the Term).         2.2. Surgical shall immediately cease to provide any further Services under this Agreement and/or any applicable SOW upon receipt of notice from Imprimis that Imprimis is terminating this Agreement and/or such SOW. Upon termination of this Agreement and/or such SOW, Surgical shall be entitled to payment for Services completed prior to such termination. Thereafter, Imprimis shall owe Surgical no further amounts or obligations in law or equity.     Page 1 of 11





        3. Sales Commissions. In consideration of the Services provided hereunder, Imprimis shall pay Surgical sales commissions (Sales Commissions) as set forth in the SOW. Surgical shall be responsible for all expenses incurred in association with performance of the Services.     4. Sales Commission Payment. Within sixty (60) days after the end of each calendar quarter during the Term, Imprimis shall deliver to Surgical a report setting forth for such calendar quarter the calculation of the applicable Sales Commission due under this Agreement for the sale of the Product (as defined in the SOW). Imprimis shall remit the total Sales Commission payments due for the sale of Product during such calendar quarter at the time such report is made.     5. Ownership of Intellectual Property / Inventions / Work Product. Surgical agrees that it shall disclose promptly to Imprimis all inventions, ideas, concepts, and discoveries, including but not limited to processes, methods, formulas, biological materials, specimens, chemical compounds, formulations, software, data, techniques, products, applications, systems, procedures, technical information, drawings, reports and designs as well as improvements and modifications thereof and know-how thereto (whether  or not protectable by copyright, patent, trademark, trade secret or any other proprietary rights), that it makes, conceives of, discovers or develops as a result of the receipt of Confidential Information (as defined in the Confidentiality Agreement referenced in Section 6 below) (Work Product). Surgical agrees that all Work Product shall be the sole and exclusive property of Imprimis.     5.1. Surgical represents and warrants that all Work Product is and shall be Surgical's original work (except for material in the public domain or provided by Imprimis) and, to the best of Surgical's knowledge, does not and will not violate or infringe  upon the intellectual property right or any other right whatsoever of any person, firm, corporation or other entity.         5.2. Surgical agrees that any Work Product, if subject to copyright, shall be considered a work made for hire within the meaning of the Copyright Act of 1976, as amended (the Act). If and to the extent that any Work Product is found as a matter of law not to be a work made for hire within the meaning of the Act, Surgical agrees to assign, and by this Agreement and Surgical's signature below, Surgical hereby does assign to Imprimis all right, title and interest in and to Work Product, and all copies thereof, and the copyright, patent, trademark, trade secret and all other proprietary rights in Work Product.         5.3. Surgical agrees that, at the request of Imprimis, Surgical will execute all such documents and perform all such acts as Imprimis or its duly authorized agents may reasonably require: (a) to effect the assignment of Work Product as agreed above; (b) to apply for, obtain, and vest in the name of Imprimis alone patents, patent applications, copyrights or other intellectual property rights in any country and (c) at Imprimis' expense, to assist Imprimis in prosecuting any such rights.     Page 2 of 11





          5.4. Surgical  agrees that promptly upon termination of this Agreement, Surgical shall deliver to Imprimis all Work Product, either completed or uncompleted, and any documents, reports and other materials which are in Surgical's possession in connection with the performance of Services under this Agreement.   6. Confidentiality. Concurrently with this Agreement, the parties shall enter into a confidentiality agreement (the Confidentiality Agreement), a copy of which has been attached hereto as Exhibit A, which shall govern the confidentiality of any Confidential Information (as defined in the Confidentiality Agreement) disclosed between the parties. In addition, Surgical shall, at Imprimis' request and in Imprimis' sole discretion, if given access to patient health information, execute a Business Associate Agreements as required by the U.S. Health Insurance Portability and Accountability Act of 1996 (HIPAA).     7. Conflicts of Interest.     7.1. Surgical represents and warrants that Surgical is not under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement. Surgical represents and warrants that Surgical's performance of all the terms of this Agreement will not (a) breach any agreement to keep in confidence proprietary information acquired by Surgical in confidence  or in trust prior to commencement of this Agreement, or (b) breach any other agreement with any third party. Surgical warrants that Surgical has the right to disclose and/or or use all ideas, processes, techniques and other information, if any, which Surgical has gained from third parties, and which Surgical discloses to Imprimis or uses in the course of performance of this Agreement, without liability to such third parties. Surgical represents and warrants that Surgical has not granted and will not grant any rights or licenses to any intellectual property or technology that would conflict with Surgical's obligations  under this Agreement. Surgical will not knowingly infringe upon any copyright, patent, trade secret or other property right of any former client, employer or third party in the performance of the Services.         7.2. Subject to the SOW, Imprimis acknowledges that Surgical may perform services for other clients. Surgical represents and warrants that as of the Effective Date, there is no conflict of interest which would prevent Surgical from performing the Services for Imprimis, and that Surgical is not under any legal or contractual relationship with any third party which is inconsistent with any provision of this Agreement. During the Term of this Agreement, Surgical will not to enter into any other agreement or arrangement that will directly or indirectly compete with the Services to be rendered hereunder, as such agreement shall be considered a breach of this Agreement. In the event that Surgical becomes aware of any potential or actual conflicts of interest regarding the provision of the Services, Surgical shall promptly disclose the fact and nature of such conflict to Imprimis.   8. Debarred Person. Surgical hereby certifies that Surgical is not currently nor has been debarred by the U.S. Food and Drug Administration pursuant to 21 USC §335a(a) or (b), or under any similar law or regulation by the European Medicines Evaluation Agency or any other national or regulatory authority or agency. If Surgical becomes aware that Surgical is or becomes the subject of any debarment or similar proceedings in any jurisdiction, then Surgical shall promptly notify Imprimis.     Page 3 of 11





        9. Compliance with Laws and Quality Standards. As further outlined in the SOW, Surgical and its employees shall conduct all activities under this Agreement or relating to the Product in accordance with all applicable laws and regulations and all quality standards, protocols and systems established by Imprimis from time to time therefor.     10. Tax Indemnity. Surgical agrees to indemnify and hold harmless Imprimis from any and all claims or demands under the Internal Revenue Code of 1986, as amended, or any state or local tax law or ordinance in respect of any failure of Imprimis to withhold income tax, FICA or any other tax from the Sales Commissions paid to Surgical, including any interest or penalties relating  thereto and any costs or expenses incurred in defending such claims.     11. Indemnification and Insurance.     11.1. Each party shall indemnify and hold harmless the other party, and its directors, officers, employees and agents, from and against all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, Liabilities), resulting from any claims, demands, actions or other proceedings by any third party to the extent resulting from the breach  of any representation, warranty or covenant by the breaching party under this Agreement.         11.2. Insurance.  Each party shall maintain insurance, including comprehensive or commercial general liability and products liability insurance (contractual liability included), with respect to its activities under this Agreement in such amounts and with such limits as reasonable and customary in the industry, but with limits not less than the following: (a) each occurrence, one million  dollars ($1,000,000); (b) products/completed operations aggregate, five million dollars ($5,000,000); (c) personal and advertising injury, one million dollars ($1,000,000); and (d) general aggregate (commercial form only), five million dollars ($5,000,000).  Each Party shall maintain such insurance for so long as it continues its activities under this Agreement, and thereafter for so long as it customarily maintains insurance for itself covering similar activities.   12. Assignment. Surgical shall not assign this Agreement or any of its rights or privileges without the prior written consent of Imprimis, which consent Imprimis may grant or withhold in its sole discretion. Imprimis may assign this Agreement to any party that agrees to assume this Agreement and all of Imprimis' duties and obligations thereunder.     13. Waiver. No waiver of this Agreement or any of its provisions shall be binding upon a party unless in writing and signed by each party. The waiver by either party of a breach or violation of any provision of this Agreement shall not constitute or be construed as a waiver of any subsequent breach or violation of that provision or as a waiver of any breach or violation of any other provision.     14. Severability.  If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which, being valid, legal and enforceable, comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.     Page 4 of 11





        15. Survival. The provisions of Sections 2, 5, 6, 9-20 and any other obligation under this Agreement which is to survive or be performed after termination of this Agreement, regardless of the cause therefor, shall survive any termination or expiration of this Agreement.     16. Notices. Any notice or other communication required or permitted to be made or given under this Agreement to either party shall be in writing and shall be sufficiently given if (i) hand delivered, (ii) sent by overnight guaranteed delivery service, such as Federal Express or UPS; or (iii) sent by facsimile transmission or electronic mail during addressee's normal business hours, with a duplicate copy sent by overnight delivery or certified or registered mail (except for any notice of termination which must be sent by method (i) or (ii)), addressed as follows:     If to Surgical: SightLife Surgical, Inc.     1200 6t h Ave., Ste. 300     Seattle, WA 98101     Attn: Monty Montoya, CEO     E-mail: monty.montoya@sightlife.org         If to Imprimis: Imprimis Pharmaceuticals, Inc.     12264 El Camino Real, Suite 350     San Diego, CA 92130     Attn: Mark L. Baum, CEO     Email: mark@imprimispharma.com     or to such other address or addressee as either party may from time to time designate to the other by written notice. Any such notice or other communication shall be deemed to be given as of the date it is received by the addressee.     17. Publicity. Neither party nor its Affiliates shall make any public announcements concerning matters regarding this Agreement or the negotiation thereof without the prior written consent of the other party unless such disclosure is required by law, in which case the announcing party shall provide the other party with reasonable notice of such disclosure sufficient to make written comments concerning such disclosure. For the avoidance of doubt, mutually agreed upon marketing plans shall be deemed to have received the requisite consent pursuant to the preceding sentence.     18. Advice of Counsel. Each party acknowledges that, in executing this Agreement, such party has had the opportunity to seek the advice of independent legal counsel, and has read and understood all of the terms and provisions of this Agreement. This Agreement  shall not be construed against any party by reason of the drafting or preparation hereof.     19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding  the choice of law rules, and the parties hereby agree to submit to the jurisdiction and venue of the State and Federal courts  of the State of California, and agree that the State and Federal courts of the State of California shall be the exclusive forum for the resolution of all disputes related to or arising out of this Agreement.     Page 5 of 11





        20. Entire Agreement; Amendments; Counterparts. This Agreement, including Appendix A, and the Confidentiality Agreement represents  the entire agreement between the parties in relation to the subject matter contained herein and supersedes all previous other  agreements and representations, whether oral or written. This Agreement may be modified only if such modification is in writing  and signed by a duly authorized representative of each party. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.   *****SIGNATURE PAGE FOLLOWS***     Page 6 of 11





        SIGNATURE PAGE   IN WITNESS WHEREOF, the parties hereto have caused this Strategic Sales & Marketing Agreement to be duly executed in duplicate original on the dates set forth below.   IMPRIMIS PHARMACEUTICALS, INC.   SIGHTLIFE SURGICAL, INC.             /s/ Mark L. Baum     /s/ Monty Montya By: Mark L. Baum   By: Monty Montoya Its: Chief Executive Officer   Its: Its: President & Chief Executive Officer           Date: 4/26/2017   Date: 4/28/2017     Page 7 of 11





        APPENDIX A Statement of Work under Strategic Sales & Marketing Agreement by and between SightLife Surgical, Inc. and Imprimis Pharmaceuticals, Inc.   Services:   Surgical will provide Services for Imprimis and its subsidiaries which shall include:     1. In coordination with Imprimis, calling on potential clients including, but not limited to, doctors, practitioners, practice groups,  surgical centers, hospitals and other prescribers (collectively Clients) and assisting in the promotion, marketing and generation of inbound sales and prescription orders for the Product in the Territory.         2. Opening new Client accounts, servicing existing Client accounts, promoting products, facilitating sales orders and handling customer services for Clients in the Territory, including interfacing with the Imprimis customer service team and the Imprimis commercial sales team on a regular basis.         3. Providing a dedicated sales staff of four (4) Surgical employees (the Sales Team) in the provision of the Services. The Sales Team shall have specific and sufficient related ophthalmic experience and relationships with potential purchasers  of the Product to adequately provide the Services.   Product   Product shall mean Imprimis' autologous serum tears formulation.   Territory   Territory shall mean the United States of America.   Exclusivity:   Surgical shall not promote, market or sell any products for any third party during the Term, which directly or indirectly compete with the Product.   Imprimis Support, Training & Marketing:   Imprimis has provided marketing materials and product information to Surgical and the Sales Team which they have deemed adequate in order to allow them to understand the Product and perform the Services. Surgical's Chief Executive Officer and Imprimis' Chief Commercial Officer shall initially meet, and continue to meet on a regular basis, to transition, train and manage the Sales Team in order to allow them to integrate into the existing Imprimis commercial sales and marketing plan and adequately perform the Services during the Term.     Page 8 of 11





        The Sales Team shall use only such marketing and other materials for the Product in the Territory as are expressly approved in writing in advance by Imprimis, are consistent in all respects with the external marketing of such Product by Imprimis, include all warnings and instructions applicable for the proper use of the Product, comply with all applicable laws and regulations in the Territory, and do not contain any claims regarding a Product or its performance that the Sales Team does not reasonably demonstrate are supported by such Product or its performance. The Sales Team has adequate experience and is knowledgeable in applicable state and federal laws and FDA regulations related to the sales and marketing of the Product in the Territory, including, but not limited to: Stark Law; Anti-Kickback Statute; Food, Drug and Cosmetic Act (Sections 503A and 503B); and Drug Quality and Security Act.   The Sales Team shall have the right to use copies of marketing materials provided by Imprimis to the Sales Team hereunder to the extent reasonably necessary to perform its obligations under this Agreement and subject to the terms and conditions of this Agreement. If Imprimis reasonably believes that any marketing materials or strategies used by the Sales Team for the Product in the Territory fail to fully comply with the terms and conditions of this Agreement or any applicable law, Imprimis shall give written notice thereof and the Sales Team immediately shall cease to use such non-compliant materials.   The Sales Team shall not make any warranty or claim, express or implied, relating to any Product other than those contained in any marketing materials provided by Imprimis to the Sales Team or otherwise expressly authorized in writing by Imprimis.   Compensation:     1. Sales Commissions. During the Term of the Agreement and subject to the terms and conditions of the Agreement, Imprimis shall pay to Surgical Sales Commissions equal to ten percent (10%) of the Net Sales for Product.           Net Sales shall mean the gross sales price of such Product in the Territory invoiced by Imprimis and its affiliates to customers who are not affiliates less: (a) credits, allowances, discounts and rebates to, and chargebacks from the account of, such customers; (b) freight and insurance costs in transporting such Product; (c) cash, quantity and trade discounts, rebates and other price reductions for such Product; (d) sales, use, value-added and other direct taxes; and (e) an allowance  for uncollectible or bad debts determined in accordance with accounting principles generally accepted in the United States of America (GAAP).         2. Milestone Payments; Stock Issuances.       a. Initial Milestone Payment. An initial milestone payment of five thousand (5,000) shares of Imprimis' restricted common stock, par value $0.001 (Common Stock) shall become due and issuable to Surgical if Net Sales for Product reaches $2,000,000 prior to December 31, 2017.             b. Periodic Milestone Payments. In addition to the initial milestone payment as outlined in Section 2(a) above, Imprimis may make four (4) additional milestone payments to Surgical during the Term as follows:     Page 9 of 11





              i. seven thousand five hundred (7,500) shares of Common Stock if Net Sales for Product reaches $2,500,000;                 ii. seven thousand five hundred (7,500) shares of Common Stock if Net Sales for Product reaches $5,000,000;                 iii. seven thousand five hundred (7,500) shares of Common Stock if Net Sales for Product reaches $7,500,000; and                 iv. seven thousand five hundred (7,500) shares of Common Stock if Net Sales for Product reaches $10,000,000.       c. Insider Trading Policy. If any shares of Common Stock are issued to Surgical, Surgical (or any related holder of Common Stock) shall be required to execute and follow Imprimis' standard form insider trading policy.   Term & Termination:     1. Term. The Agreement shall commence on the Effective Date and, unless terminated earlier pursuant to this Agreement or extended by mutual agreement between the parties, shall continue in effect for thirty six (36) months following the Effective Date (the Term).         2. Termination. Either party shall have the right to terminate this Agreement at any time for any reason. Expiration or termination of this Agreement shall not limit any obligations of a party that were incurred prior to such expiration or termination.     Page 10 of 11





        EXHIBIT A   Confidentiality Agreement     Page 11 of 11

Ex Output:
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?


Ex Input:
925 West Georgia Street  Suite 1820  Vancouver, British Columbia  Canada V6C 3L2  Facsimile: 604-632-1730      PROMOTION AGREEMENT  (the Agreement)    This agreement (the Agreement) is made between Charity Tunes Inc., a British Columbia corporation with registered office located at  Suite 1800, 925 West Georgia Street, Vancouver, British Columbia, Canada V6C 3L2 (Charity Tunes) and ConAgra Foods Canada  Inc. (Sponsor) a Canada corporation, 5935 Airport Rd, Suite 405, Mississauga, Ontario, Canada L4V 1W5.    WHEREAS as a new initiative, Charity Tunes and Sponsor will enter into a promotional partnership, whereby Sponsor will offer Charity  Tunes music downloads on Sponsor's Pogo products consistent with the terms and conditions of this Agreement (the Promotion).    NOW THEREFORE in consideration of the mutual covenants made herein, and for other good and valuable consideration, the receipt  and sufficiency of which are hereby acknowledged by each Charity Tunes and Sponsor, the parties agree as follows

A consumer who purchases a specially Designated Sponsor Product (as defined below) will receive exactly one (1) unique pin  code (a  Pin Code)  in-pack. Such a consumer wil l be entitled to visit a custom interactive landing page at the  CharityTunes.com website to enter the unique code and consumer's valid email address to receive downloads up to a  maximum of either three (3), five (5), or seven (7) free MP3 song downloads having a retail value of $1.29 per song or less. Charity Tunes shall make its music catalogue available to the purchasers in MP3 file format to the fullest extent that such  format is available to Charity Tunes pursuant to any agreements in effect between Charity Tunes and its wholesalers on the  date of this Agreement. Accordingly, Charity Tunes shall use its best efforts to update its music catalogue with available MP3  files by June 30, 2009.    The custom interactive landing page shall be designed, operated and maintained at the expense of Sponsor, and shall be  subject to the mutual approval by Charity Tunes and Sponsor, which approval shall not be unreasonably withheld. The landing  page shall feature the Charity Tunes logo in a size and prominence substantially equal to that of Sponsor.

POGO 8 pack, POGO 10 pack, POGO 20 pack and POGO 30 pack products sold at participating retail locations in Canada  (individually and collectively the Designated Sponsor Products) are the only products for which a Pin Code will be  distributed and each consumer who purchases a Designated Sponsor Product will receive one and only one Pin Code while  supplies last and subject to the limitations detailed herein. A Pin Code for three (3) songs shall be distributed exclusively with  POGO 8 or 10 packs. A Pin Code for five (5) songs shall be distributed exclusively with POGO 20 packs. A Pin Code for seven  (7) songs shall be distributed exclusively with POGO 30 packs. Designated Sponsor Products sold by Sponsor with the  Promotion offer may not be sold at a higher list price than the same (or substantially similar) product(s) that do not contain the  Promotion offer. Pin Codes themselves may not be retailed in any way.

1.PROMOTION OFFER:

2.DESIGNATED SPONSOR PRODUCTS:

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Pin codes will only be distributed in the Designated Sponsor Products during the Promotion Period (defined below). The total  number of Pin Codes to be distributed as prizes in the Promotion shall not exceed: (i) 277,760 Pin Codes containing three (3)  music downloads per Pin Code ; (ii) 130,300 Pin Codes containing five (5) music downloads per Pin Code; and (iii) 27,900 Pin  Codes containing seven (7) music downloads per Pin Code. No Designated Sponsor Product shall contain more than 1 Pin  Code per pack.    The distribution limits stated above are the maximum number of Pin Codes that may be distributed in the Promotion. No 3- song, 5-song, or 7-song Pin Codes may be subdivided, duplicated or distributed in combination with one another.    Charity Tunes agrees to generate the unique Pin Codes for the Promotion. The parties therefore understand and acknowledge  the critical need to maintain in absolute secrecy the Pin Codes generated for the Promotion such that they are only disclosed  to the appropriate recipient via the authorized distribution method described herein. If the Pin Codes are made available to the  public by Sponsor or by any of its employees, officers, directors, consultants, agents, representatives or advisors, except in  the manner provided for herein, all parties agree that Pin Code security will be deemed compromised, and Charity Tunes may  terminate all subsequent Pin Code redemptions.    Sponsor agrees that it will not increase the list price to its customers of Designated Sponsor Products that form part of this  promotion as compared to its otherwise identical products that do not form part of the promotion.

The offer shall be communicated to potential consumers only via in-store on-pack advertising, and retailer flyer advertising. Any  communication of offer, including but not limited to Sponsor's rules for the Promotion, must indicate that the offer is only  available while supplies last.

A consumer who receives a Pin Code for a designated number of music downloads in accordance with paragraph 3 above will  be directed to visit the custom interactive landing page in order to redeem his/her free music downloads. Consumer will have to  enter the Pin Code in order to complete the transaction. Consumer will be required to enter the Pin Code exactly as it appears  in the email and follow the instructions on the web site to download the selected music download. In no case may any Pin  Code be redeemed later than March 31, 2010. To assist as required with the redemption process, consumers shall have  access to Charity Tunes customer support by emailing at support@charitytunes.com.

Sponsor shall received 435,960 unique Pin Codes for this Promotion and Sponsor is responsible for maintaining a record of all  Pin Codes distributed or withheld, such record being subject to the confidentiality terms set forth above.

Designated Sponsor Products with Pin Codes may be distributed from approximately October 1, 2009 to approximately  December 31, 2009 (the Promotion Period). Eligible Pin Codes may be entered on the www.charitytunes.com website and  corresponding music downloaded from October 1, 2009 to March 31, 2010. Pin Codes entered for redemption after 11:59:59  pm PT on March 31, 2010 may be rejected as ineligible. The contents of this section are to be reflected in the Sponsor's rules  for the Promotion.

The Charity Tunes system used for redemption of downloads will ensure that (i) downloads are obtained under the Promotion  only by way of redemption of eligible Pin Codes and only up to the maximum number of music downloads per Pin Code set out  at paragraph 3 above, (ii) otherwise eligible Pin Codes are invalidated once they have been used to download their respective  per Pin Code maximum, and (iii) the total maximum download limits described herein are observed.

3.DISTRIBUTION:

4.COMMUNICATION OF OFFER:

5.PROMOTION MECHANIC:

6.GENERATION / PRINTING OF CODES:

7.PROMOTION PERIOD:

8.SECURITY & VERIFICATION:

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The Pin Codes that will be distributed to consumers of the Designated Sponsor Products under the Promotion will be set with  parental controls and will not allow any user download content that has been designated by Charity Tunes music providers as containing explicit content.

Upon execution of this Agreement by both parties, Charity Tunes will invoice Sponsor for 435,960 unique codes consisting of a  maximum of 277,760 Pin Codes containing three (3) music downloads per Pin Code ; (ii) 130,300 Pin Codes containing five (5)  music downloads per Pin Code; and (iii) 27,900 Pin Codes containing seven (7) music downloads per Pin Code, for a total cost  of $117,605.60 CDN (plus applicable taxes) (collectively the Fee), which Fee is calculated at the rate of $0.07 CND (plus  applicable taxes) per potential download. The Fee shall be payable to Charity Tunes in two equal installments of $58,802.80  (plus applicable taxes) due to Charity Tunes on October 1, 2009 and November 1, 2009, respectively payable upon receipt of  invoice.









In consideration of the fees paid by Sponsor as set out herein, Charity Tunes agrees that during the period beginning October  1, 2009 and ending March 31, 2010, Charity Tunes shall not enable another program sponsorship for all competitive  products/product categories distributed/sold within the total Canadian consumer/retail/wholesale market place, inclusive of:     - Total Frozen Handhelds     - Total Corporation General Mills Handhelds     - Total Pizza Pops Handhelds / total Pillsbury Mini Pizzas     - Total Corporation McCain Foods Handhelds     - Total Pizza Pockets / total McCain Mini Pizzas     - Total Corporation Heinz Handhelds     - Total Heinz Hot bites (Bagel Bites and Taco Bites) / total Anchor Poppers     - Total Corporation Schneider Foods Handhelds     - Total Hot Stuffs / total Lean Stuffs     - Total Resers Burritos     - Total Corp les Plats du Chef Handhelds     - Total Hinsdale Farms Corndogs

9.EXPLICIT CONTENT:

10.FEE:

11.WARRANTY AND INDEMNITY:

11.1Warranty.  Charity Tunes warrants that, subject only to any limitation or condition specified in this Agreement, it will provide  immediately to any consumer entitled to a music download in connection with a Pin Code the music download selected by that consumer.

11.2Obligations upon any breach. If for any reason Charity Tunes fails to provide a music download to a consumer in  accordance with clause 11.1, thereby breaching its warranty thereunder, it shall: (i) forthwith remedy that failure by providing  the requested download to that consumer as soon as possible; (ii) forthwith provide notice to Sponsor of the failure to  immediately provide the download, including the date, time and other details of the failure, and of the steps being taken  forthwith to remedy the failure; and (iii) once the failure has been remedied by Charity Tunes, forthwith provide Sponsor with  notice of same.

11.3Indemnity. Furthermore, Charity Tunes will indemnify, save and hold harmless Sponsor, its shareholders, officers, agents and  affiliated companies from and against any and all claims, investigations, lawsuits, losses, damages, costs, payments, charges, expenses and attorneys fees, including any amount paid to settle an action or to satisfy a judgment by or for the  benefit of any person, that they, or any of them, may at any time incur as a result of any breach of this Agreement by Charity  Tunes.

12.EXCLUSIVITY:

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13.GENERAL:

13.1Relationship between the Parties. Nothing in this Agreement shall be construed as creating any relationship (whether by  way of employer/employee, agency, joint venture, association, or partnership). It is expressly understood that the relationship  between the parties shall be that of independent contractors, whether for the purposes of the Income Tax Act (Canada),  provincial taxation legislation or otherwise.

13.2Time. Time is of the essence of this Agreement.

13.3Presumption. This Agreement or any section thereof shall not be construed against any party due to the fact that said  Agreement or any section thereof was drafted by said party.

13.4Titles and Captions. All article, section and paragraph titles or captions contained in this Agreement are for convenience only  and shall not be deemed part of the context nor affect the interpretation of this Agreement.

13.5Further Action. The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all  such action as may be necessary or appropriate to achieve the purposes of this Agreement.

13.6Good Faith, Cooperation and Due Diligence. The parties hereto covenant, warrant and represent to each other good faith,  complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this  Agreement. All promises and covenants are mutual and dependent.

13.7Savings Clause. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall  be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than  those as to which it is held invalid, shall not be affected thereby.

13.8Assignment. This Agreement may not be assigned by either party hereto without the written consent of the other but shall be  binding upon the successors of the parties.

13.9Notices. All notices required or permitted to be given under this Agreement shall be given in writing and shall be delivered,  either personally or by express delivery service, to the party to be notified. Notice to each party shall be deemed to have been  duly given upon delivery, personally or by courier, addressed to the attention of the officer at the address set forth heretofore, or  to such other officer or addresses as either party may designate, upon at least ten days written notice, to the other party.

13.10Entire agreement. This Agreement contains the entire understanding and agreement among the parties. There are no other  agreements, conditions or representations, oral or written, express or implied, with regard thereto. This Agreement may be  amended only in writing signed by all parties.

13.11Waiver. A delay or failure by any party to exercise a right under this Agreement, or a partial or single exercise of that right,  shall not constitute a waiver of that or any other right.

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     IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement:

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13.12Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which  together shall constitute one and the same Agreement. In the event that the document is signed by one party and faxed to  another the parties agree that a faxed signature shall be binding upon the parties to this Agreement as though the signature  was an original.

13.13Successors. The provisions of this Agreement shall be binding upon all parties, their successors and permitted assigns.

13.14Counsel. The parties expressly acknowledge that each has been advised to seek separate counsel for advice in this matter  and has been given a reasonable opportunity to do so.

13.15Law and Jurisdiction. This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of  Canada applicable therein. The parties hereby attorn to the exclusive jurisdiction of the provincial and federal courts located in the city of Toronto, Ontario for all matters arising from this Agreement.

Signed in agreement:     /s/ Marko Bukovec   Marko Bukovec  Title: Marketing Director  ConAgra Foods Canada Inc.  Date:June 25, 2009

Signed in agreement:     /s/ Robin Ram   Robin Ram  President  Charity Tunes, Inc.  Date: June 29, 2009

Ex Output:

Highlight the parts (if any) of this contract related to Volume Restriction that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold?