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Previous versionv6, tabled 14 August

1. Definitions
1.1 In this Agreement, "Services" means the services described in Schedule A.
1.2 "Effective Date" means the date of last signature.

2. Term and termination
2.1 This Agreement commences on the Effective Date and continues for 3 years.
2.2 Either party may terminate this Agreement for convenience on 90 days written notice.
2.3 Either party may terminate immediately for material breach that remains uncured after 30 days.

3. Charges
3.1 The Customer shall pay the charges set out in Schedule B within 45 days of receipt of a valid invoice.
3.2 Charges may be adjusted annually by no more than 3%.

4. Service levels
4.1 The Supplier shall meet the service levels in Schedule C.
4.2 Where the Supplier fails to meet a service level, service credits shall apply.

5. Confidentiality
5.1 Each party shall keep the other's confidential information confidential.
5.2 This obligation survives termination for 5 years.

6. Indemnity
6.1 The Supplier shall indemnify the Customer against third party claims arising from the Supplier's negligence.

7. Liability
7.1 Neither party excludes liability for death or personal injury caused by negligence.
7.2 The Supplier's aggregate liability under this Agreement shall not exceed $2,000,000.

8. Insurance
8.1 The Supplier shall maintain commercial general liability insurance of not less than $5,000,000.

9. Governing law
9.1 This Agreement is governed by the laws of British Columbia.

Version just tabledv7, returned 21 August

1. Definitions
1.1 In this Agreement, "Services" means the services described in Schedule A.
1.2 "Effective Date" means the date of last signature.

2. Term and termination
2.1 This Agreement commences on the Effective Date and continues for 3 years.
2.2 Either party may terminate this Agreement for convenience on 30 days written notice.
2.3 Either party may terminate immediately for material breach that remains uncured after 30 days.

3. Charges
3.1 The Customer shall pay the charges set out in Schedule B within 30 days of receipt of a valid invoice.
3.2 Charges may be adjusted annually by no more than 5%.

4. Service levels
4.1 The Supplier shall meet the service levels in Schedule C.
4.2 Where the Supplier fails to meet a service level, service credits shall apply.

5. Records and audit
5.1 The Supplier shall retain complete records relating to the Services for 7 years.
5.2 The Customer may audit those records on 5 business days notice, and the Supplier shall provide access to its premises and personnel.

6. Confidentiality
6.1 Each party shall keep the other's confidential information confidential.
6.2 This obligation survives termination for 5 years.

7. Indemnity
7.1 The Supplier shall indemnify the Customer against all third party claims arising from or in connection with the Services, whether or not caused by the Supplier's negligence.

8. Liability
8.1 Neither party excludes liability for death or personal injury caused by negligence.
8.2 The Supplier's aggregate liability under this Agreement shall not exceed $5,000,000.

9. Insurance
9.1 The Supplier shall maintain commercial general liability insurance of not less than $5,000,000.

10. Governing law
10.1 This Agreement is governed by the laws of British Columbia .

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