Deshret Capital Corp. and its affiliates ("Deshret Capital", "DeshCap", or "we") is a consulting firm that provides risk management advice to various entities. Deshret Capital is committed to respecting your privacy and the confidentiality of your Personal Information and has developed this privacy policy to comply with Canada’s Personal Information Protection and Electronic Documents Act ("PIPEDA") as well as other privacy regulations that set out rules for the collection, use and disclosure of Personal Information in the course of commercial activity such as the European Union’s General Data Protection Regulation (GDPR). This Privacy Policy is a statement of principles and guidelines concerning the protection of Personal Information of our clients, service providers, employees, and other individuals ("you").
By providing your information to us, you have consented to the uses and disclosures and other terms and conditions outlined in this Privacy Policy. You may withdraw your consent at any time by contacting our Chief Privacy Officer whose contact information is outlined below however that may limit our ability to service you.
Definitions:
"Personal Information" means any information about an identifiable individual. It includes, without limitation, information relating to identity, nationality, age, gender, address, telephone number, e-mail address, Social Insurance Number, date of birth, marital status, education, employment health history, assets, liabilities, payment records, credit records, loan records, income and information relating to financial transactions as well as certain personal opinions or views of an individual.
"Third Party" means a person or company that provides services to Deshret Capital in support of the services offered by Deshret Capital, such as other consultants, brokers, insurance companies, and persons with whom Deshret Capital’s clients do business.
Accountability:
DeshCap has created this Privacy Policy and designated a privacy officer in compliance with PIPEDA.
Purposes of collecting Personal Information:
DeshCap collects Personal Information that is required or incidental to providing consulting advice and professional services or enabling research and development, as well as establishing, managing or terminating an employment, contractual or partnership relationship.
More specifically, the reasons for DeshCap’s collection, use and disclosure of your Personal Information include, but may not be limited to, the following purposes:
* Establishing and managing client relationships, providing consulting advice, performing professional services, fulfilling advisory duties, and avoiding conflicts of interest;
* Developing, managing, and marketing DeshCap’s internal systems, databases, overall business and operations, products, and services;
* Sharing Personal Information to and from third parties for the purpose of providing consulting services;
* Evaluating a commercial relationship with clients, suppliers and other third parties, including the evaluation of credit standing and use of information provided by credit reporting agencies;
* Establishing and maintaining commercial relationships with clients, suppliers and other third parties, including the issuance of invoices, the administration of accounts and related payments;
* Establishing, managing and terminating employment, contractual and partnership relationships;
* Responding to client, supplier, and other third party needs and preferences, including to means of communication and evaluations;
* Marketing or providing products and services of third parties with whom DeshCap has a commercial relationship;
* Distributing newsletters and other e-mail communications, conference or meeting information and other material to individuals on our contact, mail and e-mail lists, including via third party systems, mailing houses and e-mail service providers;
* Protecting DeshCap and others against error, negligence, breach of contract, fraud or other illegal activity, and complying with policies and contractual obligations;
* Engaging in transactions that include the purchase, sale, lease, merger, or any other type of investment, financing, or strategic initiative involving DeshCap;
* Complying with any legal or regulatory requirements; and
* For any other purpose to which you consent.
Your Consent:
By submitting Personal Information to DeshCap or its service providers and agents, you consent to our collection, use and disclosure of such Personal Information as set out in this Privacy Policy and as required by law. You may withdraw your consent to certain or all of the identified uses of your Personal Information at any time by contacting the Deshret Capital Chief Privacy Officer, which may be subject to legal and contractual requirements. If you withdraw your consent, we may not be able to provide you with any of our services which may be of value to you. If you provide DeshCap or our service providers and agents with Personal Information of another individual, you consent to have all necessary authority and/or have obtained all necessary consents from such person to enable us to collect, use and disclose such Personal Information for the purposes set forth in this Privacy Policy. Such Personal Information may also be collected through publicly available sources.
Types of Personal Information collected:
The types of Personal Information that DeshCap may collect about you include, but may not be limited to, your name, home address, telephone number, personal e-mail address, billing and account information, information about a client's legal or business issue and other information as prompted by the request for proposal and contact forms on our website, and as requested in the course of providing professional services (including but not limited to Personal Information about directors, officers, employees, professional advisors, business partners, investors, shareholders, competitors and customers whom are individuals, employees, contractors, partners, and others).
Use, Disclosure, Retention of Personal Information:
DeshCap may disclose your Personal Information to employees, affiliated companies, agents, partners, third parties, insurance companies, insurance brokers, regulators, lawyers, witnesses, advisors, decision-makers, experts, government authorities, and others deemed important to the process of disclosing your Personal Information. Such disclosure is subject to confidentiality requirements. DeshCap will only use or disclose your Personal Information where necessary to fulfill the purposes identified above or as required by law. DeshCap will retain your Personal Information as permitted or required by law to fulfill the identified purposes or other legal or business purposes. In the event your Personal Information is no longer required, DeshCap will ensure the elimination of such Personal Information from any of its physical and online storage facilities.
Accuracy of your Personal Information:
DeshCap keeps your Personal Information in active files that are up-to-date; You may request correction to your Personal Information in order to ensure its accuracy and completeness. A request to correct Personal Information must be made in writing to the Chief Privacy Officer, whose contact information is outlined below, while providing sufficient detail to identify the Personal Information and the correction being sought.
Safeguarding your Personal Information:
Your Personal Information is stored on third party servers for which DeshCap is subscribed to or physical storage facilities or systems owned or leased by DeshCap. To help protect the confidentiality of your Personal Information, DeshCap employs administrative and technological safeguards appropriate to the sensitivity of your Personal Information. Your personal information may be shared, stored or accessed in Canada, the United States, the United Kingdom, the European Economic Area and other jurisdictions or countries. Your information may be disclosed in response to valid demands or requests from governments, regulators, courts and law enforcement authorities in those jurisdictions or countries.
At a minimum, the following security measures will be followed to ensure that your Personal Information is appropriately protected:
* Keeping files in secured electronic format only;
* Having at least one source of physical backup storage for all electronic files;
* Using appropriate security measures when destroying your Personal Information;
* Reviewing and updating our security policies and controls as technology changes to ensure ongoing security to your Personal information.
Please note that DeshCap has not reviewed, does not control, nor is it responsible for all of the privacy policies and procedures implemented by a party that is unrelated to DeshCap, including parties whose website links appear on DeshCap’s own website or to whom DeshCap distributes your Personal Information and as outlined above.
Openness:
DeshCap makes its privacy policies and procedures known to you via this Privacy Policy, which is available to you and the public only on DeshCap’s website. This Privacy Policy is made known to DeshCap’s affiliates, employees, and partners for whom related training is provided.
Accessing and reviewing your Personal Information:
You have the right to access Personal Information held by DeshCap and to challenge its accuracy if need be. Upon your written request, subject to certain exceptions, DeshCap will inform you of the existence, use and disclosure of your Personal Information and will give you access to that information. You may request access to your Personal Information, direct any complaints or questions regarding this Privacy Policy or DeshCap’s compliance with PIPEDA, by contacting DeshCap’s Chief Privacy Officer as described below.
Cookies used on our Website:
When a visitor accesses the DeshCap website, we may use a browser feature called a ‘cookie' to collect information such as the type of internet browser and operating system used by the visitor, the domain name of the website from which the visitor came, the date and duration of the visit, number of visits, average time spent on our website, pages viewed and number of cookies accumulated.
A cookie is a small text file containing a unique identification number that identifies the visitor's browser to our computers each time our website is visited. In addition to the purposes described in our Privacy Policy, we may use this website information and share it with other organizations with whom we have a commercial relationship to measure the use of our website, to improve the functionality and content of the website and to facilitate usage by a visitor. Visitors can reset their browsers either to notify them when they have received a cookie or refuse to accept cookies. However, if a visitor refuses to accept cookies, he or she may not be able to use some of the features available on our website. For more information please refer to our Cookie Policy.
Our Chief Privacy Officer:
DeshCap has appointed Fred Barnachawy in our Toronto office as Chief Privacy Officer to oversee compliance with this Privacy Policy and applicable privacy laws. For information on Deshret Capital's privacy practices, please contact Mr. Barnachawy at 110 Cumberland Street, Toronto, Ontario M5R 3V5. You can also reach Mr. Barnachawy by contacting us here and providing a description of your query. The Chief Privacy Officer should act promptly to investigate any complaint and provide a written report of the investigation's findings to you.
Other information:
DeshCap may amend this policy from time to time at its discretion and as permitted or required by law. Any changes in the Privacy Policy will apply to Personal Information collected from the date the revised Privacy Policy appears on DeshCap's website.
Compliance with GDPR:
If you are based within the European Economic Area (EEA), please note that where necessary to deliver our services we will transfer your Personal Information to countries outside the EEA. Not all countries provide the same level of protection in relation to Personal Information as within the EEA. Where necessary to make such transfers, we will comply with our legal and regulatory obligations in relation to your Personal Information. This will include having a lawful basis for transferring Personal Information and putting appropriate safeguards in place to ensure an adequate level of protection for the Personal Information.
How long do we keep your Personal Information for?
Regarding visitors to our website, we will retain relevant Personal Information for at least twelve (12) months from the date of our last interaction with you and in compliance with our obligations under the EU General Data Protection Regulation (or similar legislation around the world), or for longer where we are required to do so according to our regulatory obligations or professional indemnity obligations.
Regarding Personal Information we have processed as part of providing our services to any client, we will retain relevant Personal Information for at least six (6) years from the date of our last interaction with that client and in compliance with our obligations under the EU General Data Protection Regulation (or similar legislation around the world) or for longer where we are required to do so according to our regulatory obligations or professional indemnity obligations.
If Personal Information is only useful for a short period such as for specific marketing campaigns being run by our Canadian offices, we may delete it.
About your rights
You have the following rights in relation to the Personal Information we hold about you. Please note that these rights are subject to certain exemptions which may be applicable to any request you make:
* Your right of access
* Your right to rectification
* Your right to erasure
* Your right to restrict processing
* Your right to data portability
* Your right to object
* Your rights in relation to automated decision-making and profiling
* Your right to withdraw consent
* Your right to lodge a complaint with the supervisory authority
We encourage you to contact us here in case of any questions, comments, or concerns and providing a description of your query.
We also encourage you to visit the European Commission’s website as per the link provided below for more information on data protection laws within the European Union: https://ec.europa.eu/info/law/law-topic/data-protection/data-protection-eu_en
This cookie policy (“Cookie Policy”) is intended to inform you of how Deshret Capital uses “cookies” and similar technologies on our website at www.deshretcapital.com (“Website”) and to assist you in making informed decisions when using our Website. Please note that Deshret Capital is not responsible for any cookies used once a visitor leaves the Deshret Capital website.
What are cookies?
Also known as browser cookies or tracking cookies, cookies are small, often encrypted text files or pieces of code, located in browser directories and contain an anonymous unique identifier. When you visit a website, a computer asks your computer or other electronic device for permission to store this file on your computer or electronic device and access information from it. Information gathered through cookies may include the date and time of visits and how you are using the particular website. Cookies are used by us as part of our Website and they are also used by some of our third party service providers.
Your consent to our use of cookies:
By using our Website, you consent that we may use various types of cookies for purposes including but not limited to the following:
* Storing and accessing essential cookies on your computer or other devices. Essential cookies are cookies which are essential for the operation of our Website;
* Storing and accessing certain non-essential cookies on your computer or other devices. These cookies are not essential to the operation of our Website but allow us to provide additional functionality or to gather additional information about your use of our Website;
* Other general, administrative, business, and marketing purposes including but not limited to the use of third party cookies.
If you wish to block or delete cookies, or if you would like to withdraw consent to our use of non-essential cookies, you can activate the relevant settings in your browser. You can find out how to do this for a variety of browsers, as well as access more information on cookie management, at All About Cookies.
What do we do with cookies?
In addition to essential cookies, we may use session cookies to allow the Website to uniquely identify your browsing session on our Website, which allows us to coordinate this information with data from our Website server.
We may also use “analytics”cookies to improve our Website by allowing us to calculate the aggregate number of people using the Website and see which features of our Website are most popular.
We may also use third party cookies such as those used by Google Analytics, a web analytics service provided by Google, Inc. The information generated by the cookie about your use of our Website (including your IP address) will be transmitted to and stored by Google servers. Google will use this information to evaluate your use of our Website, compile reports on website activity for website operators and provide other services relating to the activities of the website and internet usage. Google may also transfer this information to third parties unless required by law or where such third parties process the information on Google’s behalf.
Your access to and use of any material on the Deshret Capital website constitutes your acceptance of, and is conditional upon your acceptance of, and compliance with, the following provisions. These terms and conditions may change from time to time and it is your responsibility to check for such updates. As a user of Deshret Capital's services, you agree to the terms of the Service Agreement outlined below.
Not a binding relationship:
No advisory, fiduciary, or other relationship is created by accessing or otherwise using the Deshret Capital website or by communicating with consultants or other staff members or partners or agents by way of e-mail or through our website.
Not Legal or Professional advice:
The material provided on the Deshret Capital website is for general information purposes only. It is not intended to provide legal advice or opinions of any kind and may not be used for professional or commercial purposes. No one should act, or refrain from acting, based solely upon the materials provided on this website, any hypertext links or other general information without first seeking appropriate professional advice. The hypertext links, search mechanisms, portals, documents and information on this website are provided for your convenience only. These materials may have no evidentiary value and should be checked against official sources before they are used for professional or commercial purposes. It is your responsibility to determine whether these materials are admissible in a given judicial or administrative proceeding and whether there are any other evidentiary or filing requirements. Your use of these materials is at your own risk.
No Warranty:
While Deshret Capital has made reasonable efforts to ensure that the materials contained on this website are accurate, it does not warrant or guarantee: the accuracy, currency or completeness of the materials; that the website will be available without interruption, error or omission; that defects will be corrected; or that the website and the server(s) that make it available are free from viruses or other harmful components. The website and the materials provided on the website are provided "as is" and "as available" without representations, warranties or conditions of any kind, either express or implied.
In no event shall Deshret Capital, its partners, agents or employees be liable for any loss, cost or damages whatsoever (including, without limitation, damages for harm to business, loss of profits, programs or data, interruption of activities or any other pecuniary or economic loss) whether direct, indirect, incidental, punitive, special, exemplary, consequential or otherwise arising out of any use or misuse of, or any defects, inaccuracies, errors or omissions in this site without regard to the form of action, even if Deshret Capital has been advised of the possibility of damages or if such damages are reasonably foreseeable.
In the event Deshret Capital, including its partners, agents or employees, provides a contractual guarantee to you relating to service or cost driven results, the following applies:
* The contractual guarantee is based on what Deshret Capital can achieve in the marketplace, free of your or any client interference, which includes the procurement of a bindable quotation whether or not such quotation is issued by your expiring broker or insurance company. You must submit proof of pricing on a bindable quote on a similar protection in order to claim under the contractual guarantee;
* The contractual guarantee assumes that all necessary data has been provided to Deshret Capital by you without any form of misrepresentation, that there were no material changes in such data at the time of Deshret Capital’s acceptance of providing a specific service to you, and that there were no material operational losses or changes to the aggregate profitability of the relevant insurance market at the time of your acceptance of any proposal or service agreement presented by Deshret Capital;
* The contractual guarantee is subject to (a) you not being aware of any current or future circumstances that can lead to a loss or claim; (b) the validity and truthfulness of the information provided to Deshret Capital; (c) continuous management provided by Deshret Capital. In the event a client bypasses Deshret Capital to deal directly with a broker sourced by Deshret Capital on insurance structured by Deshret Capital, then a penalty fee will be due to Deshret Capital equivalent to the Terminal Value of Deshret Capital's annual fee.
Communications Not Confidential:
Deshret Capital does not guarantee the confidentiality of any communication via e-mail or its website.
Ontario Law Applies:
The laws of the province of Ontario and the laws of Canada applicable therein shall govern use of this website and the interpretation, validity and effect of this agreement, notwithstanding any conflict of laws, provisions or your domicile, residence or physical location. You hereby consent and submit to the exclusive jurisdiction of the courts of the province of Ontario in any action or proceeding related to this website and agree not to commence any such action or proceeding except in Toronto, Ontario, Canada.
Reserved Rights:
Copyright © 2023 Deshret Capital Corp. All rights reserved. The Deshret Capital website contains information, communication, software (including program code that may execute on the server or that may be embedded in or downloadable from individual pages on this site), images, sounds, music, graphics, photos, videos and other materials and services (collectively, the "Content").
You agree that the Content and the selection, arrangement, architecture and enhancement of the Content and other website features (the "Website Design") are protected by Canadian and international intellectual and industrial property rights, including copyrights, trade-marks and other proprietary rights. These rights are valid and protected in all media existing now or later developed, and all use of the Content or Website design shall be in accordance with such rights and the terms of this agreement.
Any use of the Content or the Website design is prohibited. The Content and Website design may not be otherwise reproduced, republished or re-disseminated in any matter or form without the prior written consent of Deshret Capital.
References:
Any reference on this website to any product or service by trade name, trade-mark, hypertext link or otherwise is provided to you for your convenience only and does not constitute or imply its endorsement or recommendation by Deshret Capital. To the extent this website contains links to other websites, Deshret Capital does not control the availability or content of such websites. Your use of any linked websites is at your own risk.
This Service Agreement (“Agreement”) forms the basis of the terms and conditions between Client and Consultant for the services offered by Consultant to Client and is entered into on the date of Client signing of the proposal presented by Consultant to Client. Consultant means Deshret Capital Corp. and its affiliates (“DeshCap”). Client means the entity signing the proposal presented by Consultant.
As presented within Consultant’s latest proposal to Client in which this Agreement is referenced by link to the Privacy Policy and Terms of Use on this website (“Proposal”):
in return for an annual fee (“Fee”), as described in Proposal, Consultant agrees to provide to Client the list of risk advisory services outlined in either Service A or Service B (“Service(s)”) of Proposal based on the chosen Service by Client. Consultant reserves the right to invoice Client in addition to Fee in the event Fee is deemed inadequate compensation based on the number of hours worked by Consultant at Consultant's blended hourly rate of USD 500.
Contractual Guarantee on cost, applicable to Service A only:
Fee is subject to a revision during the first year of this Agreement only, whereby in the event Client’s cost, excluding Consultant’s Fee, exceeds the Insurance Premium Range outlined in Proposal, and relating to any product offering providing similar protection (“Threshold”), then any excess over Threshold will be deducted from the balance of Fee remaining as a result of the upfront portion of Fee being received to arrive at a final fee that will replace Fee as defined throughout this Agreement.
This Contractual Guarantee is based on what Consultant can achieve in the marketplace, free of any Client interference, including a bindable quotation whether or not such quotation is issued by the expiring broker or insurance company. Client must submit proof of pricing on a bindable quote on a similar protection product in order to claim under this Contractual Guarantee.
Contractual Guarantee on service, applicable to Service A only:
In the event Consultant is unable to meet its cost and service obligations to Client, Consultant agrees to return Client to its expiring insurance given all expiring terms, conditions, and service providers at a minimum and with no Fee charged as a result, which entails a full refund to Client if such Fee was paid in advance.
These Contractual Guarantees assume that all necessary data has been provided to Consultant by Client without any form of misrepresentation, that there were no material changes in such data at the time of Client’s acceptance of Proposal, and that there were no material operational losses or changes to the aggregate profitability of the relevant insurance market at the time of Client’s acceptance of Proposal.
These Contractual Guarantees are both subject to Client not being aware of any current or future circumstances that can lead to a loss or claim as well as the validity and truthfulness of the information provided to Consultant.
If Client opts for additional risk advisory services to be provided by Consultant, such additional services would be subject to additional compensation to Consultant, which is to be agreed upon in writing between Client and Consultant.
Term of Agreement
This Agreement shall commence on the Effective Date, or the date of signing of Client Acceptance in Proposal, and renews on the contract anniversary date, unless terminated as provided herein or as otherwise agreed to in writing by the parties.
Performance
Consultant agrees to perform all chosen Service(s) to the satisfaction of Client and within the hereinafter specified. If a Service is not complete based on Client’s evaluation, Client has the right to:
(a) Review with Consultant the scope of theService and resolve matters of concern;
(b) Require Consultant to redo the Service at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.
Consultant may ask Client to sign a Letter ofAuthorization (“LOA”) permitting Consultant to present such LOA to relevant third-party service providers (including but not limited to insurance brokers, insurance underwriters, and regulators) if necessary to perform its obligations under this Agreement.
Payment obligation
It is understood that any applicable taxes are in addition to, and not part of, the Fee. Client shall pay to Consultant the amount due in full on any invoice, including any applicable taxes, received from Consultant and relating to this Agreement, within thirty (30) days after the invoice date, and as per the payment schedule outlined in Proposal. Any unpaid balances constitute Late Payment and shall be subject to interest charged by Consultant at a rate of 12% per annum. In addition, in the event of Late Payment, Consultant reserves the full right to investigate the timing of any operational loss or claim in relation to such Late Payment and either deny or accept providing its Service(s) to Client in relation to such operational loss or claim incurred by Client. Payment of Fee by Client to Consultant is subject to terms outlined within Proposal.
Client permits Consultant to charge any selected insurance broker, if at all possible, for a portion of Consultant’s hours worked with the aim of reducing or minimizing Fee or in the event Fee is deemed unreasonable compensation to Consultant based on Consultant’s number of hours worked at their blended hourly rate of USD 500.
Termination policy
Client may terminate this Agreement by giving Consultant at least thirty (30) days written notice of its intent to terminate prior to the contract anniversary date.
However, in the event of termination by Client after the contract anniversary date, Client shall pay Consultant for reasonable costs incurred and professional services satisfactorily performed up to and including the date of Client’s written notice of termination. In the event of disagreement, calculation of any outstanding payment by Client to Consultant shall be based on Consultant’s number of hours worked at Consultant’s standard hourly rate of USD 500, and not exceeding the agreed upon annual Fee under any circumstance.
Consultant may terminate this Agreement by giving Client at least sixty (60) days written notice of its intent to terminate prior to the contract anniversary date.
Otherwise, Termination for Cause can be effected immediately by either Client or Consultant in the event of one or more of the following: commercial bankruptcy of either party, fraudulent and/or improper conduct by employees of either party, breach of any terms of this Agreement, any form of misrepresentation resulting in brand or reputational damage to either party, solicitation of Consultant’s partners and employees by Client, and transfer of Consultant’s proprietary data to other parties without Consultant’s written consent.
If Client chooses to terminate this Agreement while there are outstanding Client payments due to Consultant, it is Client’s responsibility that such dues are completely settled.
Indemnification
(a) Consultant agrees to indemnify, defend, protect, save, and keep harmless Client from any and all loss, cost, damage, or exposure arising from the negligent acts or omissions of Consultant.
(b) Client agrees to indemnify, defend, protect, save, and keep harmlessConsultant, its affiliates and subsidiaries, from any and all loss, cost, damage, or expense from:
(i) Any financial obligation to pay premiums to any insurer, excess insurer, or reinsurer, or to pay commissions to any broker; and any error in implementation and execution with any broker or any insurance company as it relates to Service B outlined in Proposal;
(ii) The legality or validity of the operations, organization, or structure of Client; and
(iii) The negligent acts or omissions of Client.
Confidentiality and Use of Proprietary Information
Consultant recognizes that certain confidential information may be furnished by the Client to Consultant in connection with its services pursuant to this Agreement ("Confidential Information”). Consultant agrees that it will disclose Confidential Information only to those who, in Consultant’s reasonable determination, have a need to know such information. Confidential Information will not include information that:
(i) Is in the possession of Consultant prior to its receipt of such information from the Client;
(ii) Is or becomes publicly available other than as a result of a breach of this Agreement by Consultant;
(iii) Is or can be independently acquired or developed by Consultant without violating any of its obligations under this Agreement; or
(iv) Is general in nature such as Client name, industry, size, location, along with other generally descriptive information used by Consultant for marketing purposes.
However, disclosure by Consultant of any Confidential Information pursuant to the terms of a valid and effective subpoena or order issued by a court of competent jurisdiction, judicial or administrative agency or by a legislative body or committee will not constitute a violation of this Agreement.
Throughout Consultant’s engagement with Client, Consultant’s proprietary based information will be used, shared, and/or communicated to Client. Client is prohibited to share or disclose such information to any other party without receiving Consultant’s written consent to do so.
Client and Consultant agree to comply with all applicable federal and provincial privacy laws, including the Personal Information Protection and Electronic Documents Act (“PIPEDA”), relating to any personal information (as that term is defined in PIPEDA) in their possession.
General
If any provision of this Agreement shall beheld to be invalid, void, illegal or unenforceable in whole or in part, such provision shall be severable from all other provisions herein and the validity, legality and enforceability of such remaining provisions of this Agreement shall not in any way be affected or impaired thereby.
This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein. The parties agree to submit to the exclusive jurisdiction of the courts of Ontario.
The parties have requested and agreed that this Agreement be drafted in the English language. Les parties aux présentes ont demandé que le présent contrat soit rédigé dans la langue anglaise.