VXG CUSTOM ENGINEERING AGREEMENT

THIS DOCUMENT IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN VXG INC. ("VXG", "WE," "US") AND YOU OR THE ORGANIZATION ON WHOSE BEHALF YOU ARE UNDERTAKING THE PROFESSIONAL SERVICES DESCRIBED BELOW ("YOU", "CUSTOMER"). UPON INITIAL DELIVERY TO VXG OF A SIGNED STATEMENT OF WORK THAT REFERENCES THIS AGREEMENT (THE DATE OF WHICH WILL BE DEEMED THE "EFFECTIVE DATE"), YOU AGREE TO ACCEPT THE FOLLOWING TERMS AND CONDITIONS.

Whereas, VXG and Customer desire to enter into an agreement for the performance by VXG of certain professional services and development of certain software deliverables for Customer;

Whereas, Customer will use the resulting software deliverables in association with VXG Mobile SDK, VXG Streaming Server and VXG Cloud Video software and associated services pursuant to the VXG License and Terms of Services (see https://www.videoexpertsgroup.com/legal-docs/License_and_Terms_of_Service.html ) or an equivalent development license and cloud services agreement between Customer and VXG.

Now, therefore, in consideration of the foregoing, the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Services, Deliverables and Statement(s) of Work. During the Term (as defined below) and if mutually agreed to in writing, VXG may from time to time provide certain services ("Services") and deliver certain items ("Deliverables") to Customer. Services and Deliverables will be defined in one or more written statements of work signed by both Parties (each, a "Statement of Work") which will be subject to this Agreement and may include the following information: (i) a detailed description of and specification for the Services and Deliverables, and any Customer Materials (as defined below) required by VXG from Customer; (ii) the projected commencement and termination dates; (iii) a projected timetable for completion of the Services and delivery of the Deliverables; (iv) the location where the Services will be performed (if other than VXG's offices); (v) VXG's rate of compensation and VXG's good faith estimate of fees for Services and Deliverable (for "time and material" Statements of Work), or the fixed cost for Services and Deliverables; (vi) the maximum authorized fees for Services and Deliverables (for "time and material" Statements of Work), and the maximum for reimbursable expenses, if any; (vii) a timetable for invoicing; and (viii) the names of the Parties' appointed project representatives. The main body of this Agreement will control over any conflicting provisions of the Statement of Work, unless the Statement of Work specifically states the conflicting provisions should prevail over the main body. A Statements of Work may only be modified by a written "Change Order" that refers to the Statement of Work and is signed by both Parties. Customer acknowledges that Change Orders may impact the schedule, cost and other terms of the Statement of Work.

2. Delivery, Testing, and Acceptance

2.1 Delivery. VXG will perform the Services and prepare the Deliverables using personnel of required skill, experience and qualifications and in a workmanlike manner in accordance with generally recognized industry standards for similar services and deliverables. VXG will use commercially reasonable efforts to perform the Services and deliver the Deliverables to Customer in accordance with the projected time table (if specified in the Statement of Work). VXG will perform its standard tests (if applicable) to verify prior to delivery that the Deliverables satisfy the requirements set forth herein and in the Statement of Work. Customer acknowledges that it has the option to tailor pre-delivery testing requirements for Deliverables by expressly including such requirements in the Statement of Work. Unless otherwise specified in a Statement of Work, all software Deliverables will be provided to Customer as binaries and will deemed delivered to Customer upon email notice from VXG of the Deliverables' availability at a secure VXG download site.

2.2 Testing and Acceptance. Customer will have a period of five (5) business days following delivery of a Deliverable (the " Acceptance Period") to test whether the Deliverable materially conforms to the Statement of Work requirements (including any specific acceptance tests included therein, the "Acceptance Criteria"). If Customer reasonably determines during the Acceptance Period that a Deliverable does not meet the Acceptance Criteria, then Customer will notify VXG of the specifics of the nonconformities. VXG will promptly correct any such nonconformities reported by Customer during the Acceptance Period and will promptly resubmit a corrected Deliverable to Customer for retesting. The testing and acceptance procedure set forth in this Section 2.2 will be repeated for the corrected Deliverable. If Customer fails to notify VXG of Deliverable nonconformities (and their specifics) within the applicable Acceptance Period, then Customer will be deemed to have accepted the Deliverable.

2.3 Rejection. If any Deliverable fails to meet the Acceptance Criteria in any material respect after the second re-delivery of the Deliverable, then Customer may elect to terminate the applicable Statement of Work, but Customer will remain obligated to pay for all Services completed and all Deliverables delivered and accepted prior to the effective date of termination.

3. VXG Personnel

3.1 Subcontractors. VXG may subcontract to its affiliates or to third-party contractors (each, an "Authorized Subcontractor") the performance of any Services and the development of any Deliverables subject to Customer's prior consent, which will not be unreasonably withheld or delayed (provided that such consent is not required in the case of VXG's affiliates or individual independent contractors working for VXG or for VXG's affiliates). VXG will be and remain responsible for ensuring compliance with this Agreement by all Authorized Subcontractors, and for any breach of the terms of this Agreement by any Authorized Subcontractor.

3.2 On-Site Services. If any VXG personnel (including employees and any individual independent contractors) or any Authorized Subcontractors personnel (collectively, "VXG Personnel") are on Customer's premises, then VXG will cause such persons to comply with all Customer rules, regulations and policies regarding the workplace as well as applicable security procedures and fitness for duty requirements, including its policy on drugs and alcohol (collectively "Workplace Rules"). Customer may immediately remove any VXG Personnel from Customer's premises for security reasons or for noncompliance with Customer's Workplace Rules. Any equipment or personal property brought onto Customer's premises by VXG Personnel during any such visit will always remain the property of VXG or its Authorized Subcontractor.

4. Payment Terms and Invoicing

4.1 Fees & Expenses. Customer will pay VXG the fees set forth in each Statement of Work for the delivery of corresponding Services and Deliverables. Any pre-paid Services are non-refundable and must be redeemed within twelve (12) months of the date of invoice, after which any remaining credits will expire. Customer will pay to VXG reasonable expenses pre-approved by Customer's project representative, including transportation services, lodging, meal and out-of-pocket expenses.

4.2 Invoicing & Payment. Except as otherwise provided in a Statement of Work, VXG will issue invoices to Customer: (i) monthly for fees relating to Services performed, (ii) upon attaining milestones associated with progress payments or in accordance with an agreed upon schedule, and/or (iii) upon acceptance for fees relating to corresponding Deliverables. All fees are exclusive of taxes (including sales, use, value-added and similar taxes), tariffs and duties, which shall be invoiced as a separate line items and paid to VXG by Customer. Invoices are due and payable within fifteen (15) days after invoice receipt without deduction or offset of any kind. Any past due payment will accrue interest charges of fifteen percent (15%) per annum, or the maximum allowed by law if less. Customer will promptly notify VXG in writing of any invoice dispute, in which case the Parties will work in good faith to promptly resolve the dispute. Invoiced amounts disputed in good faith will not accrued interest while disputed, but Customer will pay all other amounts due within the period provided for payment.

5. Ownership

5.1 Ownership and Use of Rights. Except as otherwise expressly agreed by the Parties in writing, VXG will be the exclusive owner of all right, title and interest in and to all Developments, including all Intellectual Property Rights therein and thereto, but subject to any underlying right, title and interest of Customer or its licensors in and to any Customer Materials. Conditional upon receipt of payment for corresponding Deliverables, VXG hereby grants to Customer a limited, nonexclusive, non-transferable, personal, perpetual, royalty free and paid-up license, under VXG's Intellectual Property Rights, to use the Developments solely in association with VXG products and services. Subject to this limited license, VXG retains all right, title and interest in and to any and all Developments. Developments will always exclude all VXG Materials (even if they are underlying, incorporated into, or modified or adapted to create in whole or in part any Deliverables)), which are licensed to Customer pursuant to the VXG License and Terms of Services (or an equivalent development license and cloud services agreement between Customer and VXG).

5.2 In this Agreement:

(a) "Customer Materials" means any or all artwork and graphics provided by Customer to VXG to prepare the Deliverables;

(b) "Developments" means any or all Items, other than any underlying Customer Materials or VXG Materials, to the extent developed or modified by or on behalf of VXG pursuant to this Agreement. Developments do not include any modifications to VXG software normally provided or made available to VXG customers only in binary form (unless they buy a separate source code license) or as a cloud-based service ("Core VXG Software Components "), but does include any and all modifications to VXG sample application code, or front-end or back-end building blocks used in building custom services, made available by VXG in source code form where such modifications have been prepared by or on behalf of VXG pursuant to this Agreement and are not general improvements to such code, as defined in Section 5.2(e)(iii)(3) below;

(c) "Intellectual Property Rights" means all patents (including all reissues, divisions, continuations, and extensions thereof) and patent applications, trade names, trademarks, service marks, logos, trade dress, copyrights, trade secrets, mask works, rights in technology, know-how, rights in content (including but not limited to performance and synchronization rights), or other intellectual property rights, protected under the laws of any governmental authority having jurisdiction;

(d) "Items" will mean any or all inventions, discoveries, ideas, (whether patentable or not), and all works and materials, including but not limited to products, devices, computer programs, source code, database structures, designs, files, specifications, texts, drawings, user interface wireframes, processes, data, content or other information or documentation in preliminary or final form, and all Intellectual Property rights in or to any of the foregoing; and

(e) "VXG Materials" means any or all of the following Items, whether or not underlying, incorporated into, or modified or adapted to create in whole or in part any Deliverables that also include Customer Materials: (i) Items owned by VXG or its licensors to the extent and in the form they existed prior to the date VXG began any work under the corresponding Work Order, including any and all of the VXG Mobile SDK, VXG Streaming Server and VXG Cloud Video software ("VXG Pre-Existing Materials"), (ii) Items developed or modifications to Items made by or for VXG, both without use of any Customer Materials and independent of any work performed under this Agreement, including VXG's general product updates and upgrades (" VXG Independently-Developed Materials"); and (iii) Items developed, or modifications to Items in (i) or (ii) above, made by or for VXG to the extent they are: (1) reconfigurations or adaptations required to integrate Customer Materials with VXG Materials or other VXG software products or service platforms, including any and all modifications to Core VXG Software Components, (2) error corrections, updates, performance optimizations, APIs, or features, functionality or capabilities that have been added to any or all Core VXG Software Components, or (3) other error corrections, updates, performance optimizations, APIs, or minor features, functionality or capabilities that have general application to users of any or all of VXG's products and services.

5.3 Limited License from Customer. Customer hereby grants VXG a limited, nonexclusive, non-transferable license for the term of this Agreement under Customer's Intellectual Property Rights, to use Customer Materials as reasonably required for VXG to perform its obligations under this Agreement or any other agreement between the Parties. VXG will be entitled to sublicense such rights to Authorized Subcontractors. Subject to this limited license, Customer will retain all right, title and interest in and to any and all Customer Materials.

5.4 Freedom to Operate. Each Party acknowledges that the other Party and its affiliates may, currently or in the future, make or use goods, services, or technologies that compete with its own; develop information internally or receive information from other parties that may be similar to its own Items or Confidential Information (as defined below); or evaluate, invest in, or do business with its competitors or potential competitors. Neither Party's execution of this Agreement nor its receipt of any Items or Confidential Information will restrict such activities. Each Party and its personnel (including VXG Personnel) will be free to use and employ their general skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned in the course of performing Services or developing Deliverables, so long as they acquire and apply such: (i) without infringing any patent, copyright or other intellectual property rights of the other Party, or its suppliers or licensors; and (ii) without making any unauthorized use or disclosure of Confidential Information of the other Party.

5.5 Return of Items. Upon termination of a Statement of Work, and a providing-Party's written request, each Party will promptly return (in substantially the same condition as provided, normal wear and tear accepted) or destroy (as requested by the providing Party) any Customer Materials and VXG Materials provided only for use under that Statement of Work.

6. Confidentiality

6.1 In this Agreement "Confidential Information" means any: (i) software disclosed in source code form; (ii) information that is marked or accompanied by documents clearly and conspicuously designating the information as "confidential" or the equivalent, or (iii) information that is identified by the disclosing Party ("Discloser") in writing as confidential before, during or promptly after the disclosure.

6.2 The receiving Party ("Recipient") will only use and disclose Confidential Information made available to it by or on behalf of Discloser as reasonably required to exercise its rights and perform its obligations under this Agreement ("Purpose"). Recipient will hold all Confidential Information in confidence in accordance with the terms of this Agreement and will use a reasonable degree of care to prevent the unauthorized use, reproduction or disclosure of Confidential Information, which care shall not be less than the degree of care Recipient uses to protect its own Confidential Information of a similar nature. Recipient may disclose (on a "need to know" basis) and authorize use (solely for the Purpose) of Discloser's Confidential Information to its (and its affiliates') employees, individual independent contractors, and Authorized Subcontractors ("Representatives") provided Recipient will be and remain responsible for ensuring compliance with this Agreement by its affiliates and all Representatives, and for any breach by any of them of the terms of this Agreement.

6.3 Recipient may disclose Discloser's Confidential Information if and to the extent required to do so by law (including by subpoena or court order) provided Recipient provides prompt written notice to Discloser so that Discloser may seek an order limiting or preventing such disclosure

6.4 The obligations of this Section 6 will not apply to any of Discloser's Confidential Information that Recipient can prove: (i) is already known or becomes known to them without an obligation to maintain the information as confidential, (ii) has become publicly available through no wrongful act of theirs or their Representatives, (iii) is independently developed without use of any of Discloser's Confidential Information, or (iv) is general technical knowledge, experience, know-how or information in a non-tangible form that has been retained in the unaided memories of Representatives to whom the Confidential Information was disclosed, provided such individuals are not aware the information forms part of the Confidential Information (" Residual Information"). An individual's memory will be not be considered unaided if they have recorded or intentionally memorized Confidential Information to retain and subsequently use or disclose it.

6.5 Upon termination of a Statement of Work, and Discloser's written request, Recipient will promptly return or destroy (as requested by the Discloser) any of Discloser's Confidential Information provided only for use under that Statement of Work.

6.6 Each Party acknowledges that any remedy for monetary damages for breach of this Section 6 is likely to be inadequate because the aggrieved Party may suffer immediate and irreparable damage. Accordingly, the aggrieved Party may, in addition to all other legal remedies, specifically enforce this Section and seek injunctive relief to prevent any threatened or continuing breach without requirement of notice or posting of bond.

7. Limited Warranty

7.1 VXG represents and warrants to Customer that VXG will perform the Services and prepare the Deliverables: (i) in accordance with the requirements of the applicable Statement of Work, (ii) using personnel of required skill, experience and qualifications, (iii) in accordance with generally recognized industry standards for similar Services and Deliverables, (iv) devoting adequate resources to meet its obligations, and (v) without infringing any third party copyright, misappropriating any third party trade secrets, or knowingly infringing any third party patent rights.

7.2 THE WARRANTIES IN THIS SECTION 7 ARE IN LIEU OF ANY OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESSED OR IMPLIED, WHETHER STATUTORY OR OTHERWISE, OF THE SELLER, AS TO MERCHANTABLE QUALITY, ANY OTHER QUALITY OR DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ALL OTHER WARRANTIES OR CONDITIONS OF A SIMILAR NATURE, WHICH ARE EXPRESSLY DISCLAIMED BY THE SELLER AND EXCLUDED TOGETHER WITH ANY AND ALL OTHER RIGHTS, DUTIES AND LIABILITIES ARISING IN CONJUNCTION WITH THE MANUFACTURE AND SUPPLY OF THE PRODUCTS, BY IMPLICATION OF LAW OR OTHERWISE.

8. Limitation of Liability

EXCEPT TO THE EXTENT SUCH A LIMITATION IS PROHIBITED BY LAW, AND EXCEPT FOR BREACH OF CONFIDENTIALITY OBLIGATIONS OR UNLICENSED USE OF THE OTHER PARTY'S INTELLECTUAL PROPERTY, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR CUSTOMER'S USE OR INABILITY TO USE DELIVERABLES OR RECEIVE SERVICES WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. EXCEPT FOR BREACH OF CONFIDENTIALITY OBLIGATIONS OR UNLICENSED USE OF THE OTHER PARTY'S INTELLECTUAL PROPERTY, IN NO EVENT WILL EITHER PARTY'S TOTAL LIABILITY TO THE OTHER PARTY FOR ALL DAMAGES AND CLAIMS UNDER OR RELATED TO THIS AGREEMENT EXCEED IN AGGREGATE THE AMOUNT PAID OR DUE UNDER THE STATEMENT OF WORK GIVING RISE TO THE CLAIM.

9. Term and Termination

9.1 Term of Agreement. This Agreement will commence as of the Effective Date and will continue, unless otherwise terminated earlier pursuant to the terms of this Agreement, until the completion of all Services and acceptance of all Deliverables.

9.2 Term of Statement of Work. Any Statement of Work entered into prior to expiration or termination of this Agreement will continue in effect through the earlier of: (i) the date that all Services thereunder have been fully completed and all Deliverables have been accepted, or (ii) until the Statement of Work expires or is terminated in accordance with its terms or pursuant to Section 2.3 (Rejection).

9.3 Termination for Breach. If a Party breaches this Agreement, including any document that this Agreement references as being attached hereto or incorporated herein by reference, the other Party will have the right to terminate this Agreement by providing written notice of termination, if the breach has not been cured within thirty (30) days following receipt of written notice of the breach.

9.4 Survival. The rights and obligations of either Party which by their nature extend beyond the expiration or termination of this Agreement will continue in full force and effect notwithstanding the expiration or termination of this Agreement, including rights and obligations with respect to invoicing and payment terms, Confidential Information, ownership of work product, limitations of liability and termination.

10. General Terms

10.1 Independent Contractors. The Parties are independent contractors, and nothing in this Agreement creates an employer-employee relationship, a partnership, joint venture, agency, employment or other relationship between the Parties. Neither Party will represent itself to be an employee, representative or agent of the other Party. Neither Party has authority to assume or create obligations of any kind on the other Party's behalf.

10.2 Force Majeure. VXG will not be liable for any failure to make Services available or to deliver Deliverables, or for any loss, damage, delay or consequential loss, damage or delay caused or arising from any act of God, strike, lockout, labor dispute, political dispute, sabotage, riot, civil unrest, insurrection, war, other military action, fire, tempest, accident, equipment failure, inability to obtain materials or components, energy shortage, statutory intervention, government regulation, government imposed production or shipment restrictions, or any other reason beyond its reasonable control.

10.3 Assignment. Neither Party may assign this Agreement, by contract or operation of law, without the other Party's prior written consent, which will not be unreasonably withheld or delayed. Any attempted assignment without such consent will be null and void. Either Party may assign this Agreement without the other Party's consent in connection with any merger, consolidation, reorganization, sale or other transfer of all or substantially all the business or assets to which this Agreement relates. This Agreement will inure to the benefit of, and will be binding upon, the Parties and their respective heirs, permitted successors and permitted assigns.

10.4 Entire Agreement; Interpretation. This Agreement, including all Statements of Work and associated Change Orders executed by both Parties and any other documents expressly incorporated into this Agreement by reference, sets forth the entire agreement and understanding between the Parties with respect to the subject matter hereof, and supersedes any other agreements, discussions, proposals, representations or warranties, whether written or oral between the Parties with respect to the subject matter hereof. This Agreement is executed in English only. Any translation of this Agreement into another language will be for reference only and without legal effect. Unless otherwise expressly stated, when used in this Agreement "include," "includes," and "including" are not exclusive or limiting; "Section" refers to this Agreement's provisions; "days" refers to consecutive calendar days including Saturdays, Sundays and holidays; "dollars" and the symbol "$" refer to United States dollars; and "Exhibit" refers to the Exhibits attached to this Agreement. Section headings in this Agreement are for ease of reference only.

10.5 Entire Agreement. This Agreement, including all Statements of Work and any Change Orders, are the entire agreement between VXG and Customer regarding the provision of Services, the development and delivery of Deliverables and its other subject matter. It supersedes all prior and contemporaneous agreements and communications about its subject matter. Other terms on any quote, purchase order, invoice or any other document not expressly incorporated into this Agreement by mutual written agreement of the Parties will have no effect.

10.6 Severability. If any court of competent jurisdiction finds any part of this Agreement to be invalid or unenforceable, then that part will be deemed modified to the extent necessary to render it valid and enforceable. If it cannot be so saved, it will be severed, and the remaining parts will remain in full force and effect.

10.7 Modification; Waiver. This Agreement may not be modified except by a written agreement dated after the Effective Date and signed in a non-electronic form by the Party against which it is to be enforced. A waiver of one breach under this Agreement is not a waiver of any other breach. No waiver will be effective unless signed in a non-electronic form by the waiving Party.

10.8 Notice. Except as otherwise expressly provided for in a Statement of Work, all notices to be given to a Party pursuant to this Agreement will be in writing addressed to the Parties' project representatives (or, in the absence of such representative, to the individual who executed this Agreement on behalf of the Party receiving notice) and will be effective on the earliest of the following: (i) at the time of personal delivery; (ii) at the time of receipt by first class mailing or overnight delivery (postage and/or other charges prepaid); or (iii) at the time of transmission by email, addressed to the other Party at its email address specified herein (or hereafter provided by notice), with confirmation of read receipt. Notices to VXG may be addressed to: 56 Temperance Street, Suite #700, Toronto, M5M 1A3 Attn: General Manager, Email: [email protected]. A Party's representative and/or address may be changed by providing notice thereof to the other Party as provided in this Section.

10.9 Governing Law. This Agreement will be construed in accordance with the laws of the Province of Ontario, Canada excluding its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.