SOFTWARE LICENSE AGREEMENT THIS AGREEMENT effective as of the ___ day of ___________, 201__. BETWEEN AUDIIT BUSINESS SOLUTIONS CORP. 3600 Steeles Ave. East, Suite A-C Atrium Markham ON L3R 9Z7 (“Audiit”) -and- ___________________________ ___________________________ (“Licensee”). BACKGROUND A. Audiit provides software solution services which incorporate critical project management tracking and reporting measures including configuration, implementation, training, hosting and ongoing support for companies involved in major infrastructure activities; B. Licensee wishes to license and Audiit agrees to grant a license to the Licensed Software and related services on the terms and conditions as provided herein. IN CONSIDERATION of the mutual promises contained herein, the receipt and sufficiency of which is hereby acknowledged, Audiit and the Licensee agree as follows: 1. Subject of Agreement The subject matter of this software license agreement (the “License Agreement”) relates to the Licensee’s limited use of the Audiit provided software program(s) listed in Appendix “A” attached hereto (“Licensed Software”). Licensed Software will also include any modifications or error corrections to the software programs listed in Appendix “A”, which are delivered to the Licensee by Audiit if at the time of delivery Audiit indicates in writing that the same is included in Licensed Software. 2. Definitions In this License Agreement, “Affiliate” shall mean any person or entity directly or indirectly controlling, controlled by or under common control with Licensee and shall include but not be limited to Licensee’s domestic and International affiliates. “Control” shall mean an ownership of fifty percent (50%) or more, except in the case of Licensee International and any other entity organized with a substantially similar capital structure for substantially similar reason, wherein Control shall mean an ownership of forty percent (40%) or more. “Confidential Information” has the meaning set out in section 10; “Correction Level” means a change in the Licensed Software between Versions made available by Audiit generally to its customers; “Designated Hardware” means any computer equipment located at a Designated Location owned or under the control of the Licensee; “Designated Location” means any location designated from time to time by the Licensee by Notice to Audiit; “Documentation” means the documentary material delivered by Audiit to the Licensee and any and all other standard printed information provided to the Licensee by Audiit describing the Licensed Software, its operation and matters related to its use whether found on written material, on magnetic media or communicated by electronic means; “Fees” means the payments required by this Agreement, including, without limitation, the “License Fees” and “Maintenance Fees” described in section 4; “Licensed Software” has the meaning set out in section 1; “Notice” has the meaning set out in section 21; “Person” means any individual, partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted. “Release” means the Licensed Software identified by the numeral to the left of the decimal point (e.g., 3.0) made available by Audiit generally to its customers. “Version” means the Licensed Software identified by the numeral to the right of the decimal point (e.g. 3.1) made available by Audiit generally to its customers. 3. Grant of License (a) Audiit hereby grants to the Licensee a limited, revocable, non-exclusive, non-transferrable and non-assignable (except as permitted in section 14) license to do any of the following in connection with the use of the Licensed Software in the Licensee’s operations: (i) copy or permit the copying of the Licensed Software, for the purposes of use by the Licensee, onto memory storage facility incorporated in the Designated Hardware; (ii) copy or permit the copying of the Licensed Software, for the purposes of use by the Licensee, onto the central processing units comprising any part of the Designated Hardware provided that all portions of the Designated Hardware are located at a Designated Location; (iii) use or permit the use of the Licensed Software in the Licensee’s operations, including for the benefit of, and/or in the provision of services to a customer of Licensee; and (iv) make one copy of the Licensed Software for archival purposes provided that in so doing no legend, trademark, trade name or copyright notice contained in the Licensed Software is modified, altered or deleted. The Licensee shall not copy (except as permitted by section 3(a)), modify, alter, disassemble, decompile, translate or convert into human readable form, or reverse engineer, all or any part of the Licensed Software and shall not use the Licensed Software or Documentation to develop any derivative works or any functionally compatible or competitive software. The Licensee shall not have the right to copy or reproduce the Documentation. Notwithstanding the forgoing, the Licensee will have the right to use the Documentation and to copy those portions of the Documentation comprising user manuals and training manuals as required for internal purposes only. (b) The Licensee may: (i) offer, for a fee or free of charge, services consisting of or including the processing of data through the use of the Licensed Software; (ii) not sell, lease, rent, license, transfer, market, distribute, redistribute, or otherwise part with the Licensed Software or Documentation or any copies of the forgoing, in any manner or in any form not expressly permitted by this License Agreement; or (iii) not use the Licensed Software for commercial time sharing, rental or service bureau use. (c) Additional Services (i) Licensee shall pay to Audiit license fees for additional services in the amounts and on such terms as set forth in Appendix “A” hereto and Licensee agrees to be bound by the terms and conditions of any third party agreements which are arranged, provided or supported by Audiit to provide such services and which may be attached hereto as an Appendix. 4. Payment In consideration of the license granted hereunder, Licensee shall pay to Audiit license fees for the Licensed Software in the amounts and on such terms as set forth in Appendix “A” hereto (“License Fees”) and for such additional services set forth in Appendix “A”. In addition, Licensee shall pay to Audiit fees for Maintenance and Support Services (“Maintenance Fees”) as set forth in Appendix “B”. 5. Late Payment A late payment charge of 2% per month, calculated monthly (being 26.8% per annum) is applied to accounts that are overdue. Audiit may, at its sole discretion, and without notice suspend maintenance and support services to any accounts that are not in good standing. 6. Taxes The payments referred to in this License Agreement are not inclusive of taxes and all appropriate taxes shall be added to the invoice delivered by Audiit to the Licensee. 7. Support Services (a) Following the expiration of the Warranty Period (as defined in Section 8(a) below), Audiit shall provide Maintenance and Support Services (“Maintenance”) as provided under Appendix “B” with respect to the Licensed Software subject to the payment of maintenance fees remaining in good standing. Maintenance currently includes the delivery of Correction Level(s), Releases and Versions, support via telephone and the correction of defects pursuant to Section 8 and as otherwise described under Appendix B. Maintenance is available for the most recent Release and the latest Version of the Release immediately prior thereto but in any event Audiit will provide Maintenance in respect of each Release for a period of 365 days after the Release is made available by Audiit generally to its customers. Audiit’s obligations with respect to Maintenance are set out in Appendix “B”. If, at Licensee’s request, Audiit corrects a defect of any unsupported Release or Version, the Licensee will pay Audiit’s charges for such charges calculated in accordance with the rates set out in Appendix A. (b) Maintenance may be terminated pursuant to the terms of the Maintenance and Support Agreement attached hereto as Appendix B. (c) Subject to availability, and Licensee’s accounts being in good standing, Audiit agrees to provide consulting services at Audiit’s published rates from time to time at the request of Licensee. 8. Performance Warranty (a) Audiit warrants that the Licensed Software will materially perform in accordance with the Documentation for the term of the license granted (the “Warranty Period”), when used as directed on the Designated Hardware. Audiit’s warranty is subject to Licensee providing Audiit with an opportunity to cure any deficiency with the Licensee’s assistance including the Licensee providing reasonable information to permit Audiit to reproduce the deficiency comprising the failure to meet the warranty. Licensee shall provide Audiit with sufficient test time and support on Licensee’s Designated Hardware to correct the defect. (b) Should any component of the Licensed Software fail to meet the warranty standard, Audiit’s sole obligation shall be, at Audiit’s option, use commercially reasonable efforts to bring the performance of the Licensed Software into substantial compliance with the Documentation or to replace the defective component or, after failure despite the use of commercially reasonable efforts, to terminate this license agreement and repay a prorated amount of License Fees paid by Licensee. (c) The warranty set forth in this Section 8 shall not apply: (i) if the Licensed Software is not used in accordance with the Documentation; (ii) to the extent that the defect is caused by or is contributed to by Licensee; (iii) if Licensee does not provide the information as required under Section 8(a); or (iv) if the defect is caused by a third-party database or other third-party software malfunction; or (v) If Licensee’s account is not in good standing (d) Audiit does not warrant that the Licensed Software will operate uninterrupted or that it will be free from minor defects or errors which do not materially affect such performance or that the applications contained in the Licensed Software are designed to meet all of Licensee’s business requirements. 9. Title to the Audiit Software The Licensee acknowledges that its rights pursuant to this License Agreement do not extend beyond the license granted pursuant to section 3(a) and that it will not acquire any intellectual property rights including patent, copyright or rights to trade secrets in the Licensed Software and Documentation. 10. Confidential Obligations of License (a) The Licensee acknowledges that the Licensed Software and the Documentation and all information relating to the Licensed Software and the Documentation, the financial terms of this License Agreement, and information in writing or in other reproducible form, supplied by Audiit, constitute valuable confidential information of Audiit (the “Confidential Information”) subject to the other terms of this Agreement. All data shared with Licensor or inputted into the Licensed Software will be confidential information of Licensee’s. Each party therefore: (i) will use at least the same degree of care to keep the Confidential Information confidential as it uses in connection with its own confidential information; ( ii ) will not disclose or otherwise make available the Confidential Information to any third party except in Licensee’s case, to such directors, officers, employees and agents of the Licensee (including other Affiliates) who have a need to have access to the Confidential Information to perform their obligations to the Licensee, or to comply with regulatory requirements, to check conflicts, to provide technology or administrative services, or for quality, risk management or financial accounting purposes. (b) Any failure on the part of any Person described in section 10(a)(ii) to comply with the requirements of this section 10 will be deemed to be a failure of Licensee to comply with its confidentiality requirements of this section 10. (c) This section will not apply to Confidential Information that: (i) is in the public domain other than as a consequence of a breach of the obligations contained in this License Agreement to maintain the confidentiality of such Confidential Information; (ii) is known by the Licensee prior to its disclosure by Audiit or is independently developed by the Licensee without breach of the obligations contained in this License Agreement; or (iii) has been received by the Licensee from a third party who to its knowledge is not subject to obligations similar to the obligations contained in this License Agreement; and (ii) is required by law or legal process, including subpoena, or by regulatory bodies to be disclosed. where such information cannot be subsequently treated as confidential. (d) In the event that any of the Licensee or Licensor receives notice indicating that it may or will be legally compelled to disclose any of the Confidential Information, it will provide the disclosing party with prompt notice so that such party may at its sole discretion seek a protective order or other appropriate remedy. (e) Each party acknowledges that its failure to comply with the provisions of this section 10 may cause irreparable harm to the other which cannot be adequately compensated for in damages, and accordingly acknowledges that the affected party will be entitled, in addition to any other remedies available to it, to seek interlocutory and permanent injunction relief to restrain any anticipated, present or continuing breach of this License Agreement or any proprietary rights in the Licensed Software or the Documentation. (f) The Licensor will keep strictly confidential any data inputted by Licensee into the Licensed Software, and will return, destroy and/or make accessible to Licensee (at Licensee’s option) at any time at no charge on Licensee’s request (or on expiry of the term but at no point thereafter) all data inputted into the Licensed Software, as well as any copies in archive or otherwise. Licensor agrees that it will not retain any of Licensee’s data or information (including Licensee’s Licensee information), nor will such information be used by Licensor for any purpose (save for its legal and regulatory business purposes). Licensor will not allow anyone other than Licensee (or agents of the Licensee as directed) to have access to the data in any manner whatsoever. 11. Term and Termination This Agreement and the license granted hereunder shall become effective as of the date first set forth above for an initial term of _________ months (“Initial Term”) and shall renew annually thereafter until terminated. (a) Audiit may terminate this License Agreement if the Licensee breaches any term of this License Agreement which is uncured for thirty (30) days from notice thereof and Audiit may immediately (upon notice in writing to the Licensee) if any of the following occur: (i) the Licensee’s use of the Licensed Software exceeds the scope of the license conferred by section 3; (ii) the Licensee makes any attempt to assign, sub-license, or otherwise transfer any of its rights under this License Agreement other than as permitted by Audiit; (b) Licensee may terminate the license of the Licensed Software after the Initial Term by giving Audiit sixty (60) days written notice prior to the next annual renewal date. Where the Licensed Software and services by Audiit include hosting, server or other third-party services to Licensee under which Audiit or Licensee are bound by additional terms and conditions, Licensee is required to provide (65) days written notice to Audiit prior to expiry of the term of the underlying third-party service agreement/license to cancel the provision by Audiit of such third-party services to Licensee. The requirement to provide notice to terminate third-party licenses is irrespective of the term of this Agreement. Licensee agrees that it will remain liable for any third-party fees irrespective of the service of notice of termination for the Licensed Software. (c) Upon the termination of this License Agreement: (i) the Licensee’s rights under section 3(a) shall immediately cease; (ii) the Licensee shall: (1) return to Audiit all copies of and media bearing the Documentation; (2) erase any copy of the Licensed Software; and (3) within 180 days after termination of this License Agreement erase all backup and archival copies of the Licensed Software. (d) the Licensee’s obligations under section 10 (Confidentiality) shall survive the termination; (e) Termination of this License Agreement shall not limit either party from pursuing any other remedies available to it, including injunctive relief, nor shall such termination relieve the Licensee from its obligation to pay any fees accrued prior to the termination. 12. Representations and Warranties of Audiit (a) EXCEPT WITH RESPECT TO THOSE WARRANTIES SET OUT IN SECTION 8, AUDIIT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED SOFTWARE AND THE DOCUMENTATION. AUDIIT DISCLAIMS ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE LICENSED SOFTWARE, SERVICES PROVIDED BY AUDIIT AND THE DOCUMENTATION. (b) Except for Audiit’s indemnification obligations under section 13 herein, Audiit’s cumulative liability to the Licensee or to any third party for all claims arising from or relating to this Agreement, including the use or license of the Software or the provision of Maintenance services or other services on any cause of action, including contract, negligence, strict liability or other tort, shall not exceed $1,000 CDN. Licensee will have no limit of liability for a breach of confidential information (including data breaches) or its covenants and obligations under this Agreement. This limitation of liability is intended to apply without regard to whether other provisions of this Agreement have been breached or severed. (c) IN NO EVENT SHALL AUDIIT BE LIABLE TO THE LICENSEE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING WITHOUT LIMITATION LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF AUDIIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR SEVERED. (d) SUBJECT TO THE FOREGOING, THIS SECTION 12 APPLIES REGARDLESS OF THE BASIS ON WHICH AUDIIT OR THE LICENSEE IS ENTITLED TO CLAIM, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT OR TORT, EVEN IF THE DAMAGES ARE CAUSED BY BREACH OF CONTRACT (INCLUDING, WITHOUT LIMITATION, FUNDAMENTAL BREACH), OR BY THE NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION OR OTHER FAULT OF AUDIIT OR LICENSEE, AND EVEN IF AUDIIT OR THE LICENSEE, AS APPLICABLE, HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. 13. Indemnity Licensor will indemnify Licensee for all reasonable costs, claims and expenses arising out of any successful claims of alleged or actual infringement of intellectual property in connection with the Licensed Software provided by the Licensor. 14. Assignment (a) Subject to the following, the Licensee may not, without Audiit’s written consent, assign, sub-license, pledge, grant a security interest in or otherwise transfer this License Agreement or any of its rights or obligations under this License Agreement, to any person. Each of Audiit or Licensee may make an assignment of all (but not less than all) of its rights and benefits under this License Agreement provided that: (i) The assignment is made to a person who prior to or concurrently with the assignment acquires, in any manner including in the course of realization of a pledge or other security interest, all or substantially all of the assets and business of the assignor or a portion of the assets of the assignor which constitutes assets of a separate business; or (ii) The assignment is by way of a pledge of or the grant of a security interest in this License Agreement to secure a bona fide loan or other obligation to a financial institution; and further provided that: (iii) the assignee, including the lender or other obligee referred to in (ii), agrees in writing with the other party that it is bound by the obligations of the assignor contained in this License Agreement; and (iv) the assignment would not give rise to a right of Audiit to terminate this License Agreement pursuant to section 11(a). (b) Any attempt or any purported act or attempted act to do any of the things prohibited by this section 14 shall be null and void. (c) This License Agreement shall inure to the benefit of and be binding upon the respective successors of the parties hereto. 15. Headings The inclusion of headings in this License Agreement is for convenience of reference only and shall not affect its construction or interpretation. 16. Currency Except where otherwise expressly provided, all amounts in this License Agreement are stated and shall be paid in Canadian Currency. 17. Entire Agreement This License Agreement and Appendices constitutes the entire agreement between the parties pertaining to the subject matter hereof. There are no warranties, conditions, or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set forth or referred to in this License Agreement. No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made by any party hereto or its directors, officers, employees or agents, to any other party hereto or its directors, officers, employees or agents, except to the extent that the same has been reduced to writing and included as a term of this License Agreement. Accordingly, there shall be no liability, either in tort or in contract, assessed in relation to any such warranty, representation, opinion, advice or assertion of fact, except to the extent aforesaid. 18. Waiver, Amendment Except as expressly provided in this License Agreement, no amendment or waiver of this License Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any provision of this License Agreement shall constitute a waiver of any other provision nor shall any waiver of any provision of this License Agreement constitute a continuing waiver unless otherwise expressly provided. 19. Severability If any provisions of this License Agreement shall for any reason be held illegal or unenforceable, such provision shall be deemed separable from the remaining provisions of this License Agreement and shall in no way affect or impair the validity or the enforceability of the remaining provisions of this License Agreement. 20. Governing Law This License Agreement shall be governed by and construed in accordance with the laws of the province of Ontario and the laws of Canada applicable therein and the parties agree to attorn to the courts in the Toronto Region. 21. Notices Any notice or other communication required or permitted to be given pursuant to or in connection with this License Agreement shall be in writing and shall be given by hand-delivery as hereinafter provided or as may be otherwise directed by the parties in writing. Any such notice or other communication shall be deemed to have been received at the time it is delivered to the address noted above for each of the respective parties to an individual at such address having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address shall also be governed by this section. 22. Time of Essence Time is and will remain of the essence for this License Agreement. 23. Counterparts This Agreement may be executed in counterparts in the same form and such parts so executed shall together form one original document and be read and construed as if one copy of the Agreement had been executed. 24. Export Control. The Licensed Software may be subject to Canadian, USA or international technology control or export laws and regulations. Licensee agrees to comply with all domestic and international laws and regulations that apply to the technology used, employed or supported by the Licensed Software. These laws include restrictions on destinations, end users and end use. -Signature Page and Appendices Follow-   IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first noted above. AUDIIT BUSINESS SOLUTIONS CORP. Per: Name: I have authority to bind the Corporation LICENSEE: Per: Name: I have authority to bind the Corporation