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Terms and Conditions
This Master Agreement (the “Agreement”) is a binding, legal contract between the Core Connections and Affiliate specified on the proposal based on your billing address as provided by you to Core Connections during the registration process (“Core Connections,” “we” or “us”) and the entity making purchases under this Agreement (“you”).
BY SIGNING BELOW, YOU ACKNOWLEDGE YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO ABIDE BY ITS TERMS, INCLUDING ALL APPLICABLE “SERVICE TERMS OF USE.” IF YOU ACCEPT ON BEHALF OF A BUSINESS OR LEGAL ENTITY, YOU REPRESENT AND WARRANT YOU HAVE THE AUTHORITY TO BIND THAT LEGAL ENTITY TO THIS AGREEMENT AND “YOU” WILL REFER TO THAT LEGAL ENTITY. IF YOU DO NOT UNCONDITIONALLY AGREE TO THE FOREGOING, DISCONTINUE USE OF CORE CONNECTIONS PRODUCT IMMEDIATELY. ACCEPTANCE OF THIS AGREEMENT IS EXPRESSLY LIMITED TO THE TERMS OF THIS AGREEMENT.
Service Offering
Below are the components that make up the support agreement provided by CORE CONNECTIONS. For a more detailed listing on the technologies and services covered within this agreement, please refer to Service Offerings
A. Network Security:
CORE CONNECTIONS utilizes a ‘defense in depth’ methodology in its approach to network security. This component leverages the expertise of our CORE CONNECTIONS Security Division with best of breed manufacturers in firewalls, IPS/IDS, virus protection, remote access VPN, SPAM protection, and content filtering. Included in this offering:
- Firewall Management
- Virtual Private Network (VPN) support or remote connectivity support
B. Infrastructure Management:
CORE CONNECTIONS manages and maintains the infrastructure including Servers, Storage, LAN, and WAN to ensure maximum uptime and reliability in systems. Included in this offering:
- 24/7 monitoring and alerting on all network devices
- LAN/WAN Support (including interface with telecommunication providers)
- Server & Storage Management
- Backup & Restore Management and Remediation
- Infrastructure Application Support (Mail, SharePoint, Citrix, VMWare, etc.)
- IP Telephony Support
C. End Point Management:
Managing PCs and mobile devices presents a problem for many organizations today. Organizations look to increase employee productivity while securing all data and thus a constant need for upkeep and support on these devices exists. CORE CONNECTIONS provides easy, secure, and reliable support of all end point devices on the network. Included in this offering:
- PCs and Mobile Devices (Blackberry, iPhone, Windows Mobile)
- Application Support – VPN, VMWare, Mail, SharePoint, Active Directory.
D. Strategic Planning:
Most organizations overlook IT investments necessary to support a new offering or expand on their existing business. CORE CONNECTIONS’s team of engineers and Technical Account Managers will work hand-in-hand with CLIENT to ensure that the IT budget is invested wisely and predictably. Included in this offering:
- Virtual CIO/IT Director role
- Capacity Planning
- Emerging technologies research
- Business Continuity Design and Testing
- Procurement Assistance
Client Responsibilities
Although CORE CONNECTIONS strives to be able to service our client’s entire IT needs, certain responsibilities remain with CLIENT staff. Among those responsibilities is warranty support on all devices under management. Due to the complexity and wide variety of technologies in any environment, it is crucial to keep manufacturer warranties current and with appropriate support levels. Further client responsibilities are as follows:
- Firewall license, manufacturer support and/or warranty
- Router and switch manufacturer warranty (24/7 for core devices and 8×5 NBD for others)
- To notify CORE CONNECTIONS of any changes initiated by Client within covered systems
- Antivirus and anti-spyware license and support for non-CORE CONNECTIONS licenses
- Backup software license, manufacturer support and/or warranty
- Keeping genuine, licensed, and vendor-supported Server and Desktop Software
- Committing to secure and encrypted wireless data traffic in all offices
- Maintenance and updates of Business Continuity Plan
- Line of Business application support
Change Requests
On occasion CLIENT may need an infrastructure change (Major or Minor) that CORE CONNECTIONS can quickly resolve. A Change is defined as an Add/Change/Remove to an existing component/environment. All change requests require client approval whether covered by the monthly contract or not. All Minor Change Requests (any change requests needing less than 8 hours of continuous engineering time) are included in this contract. Examples of Minor Change Requests are as follows:
- Non-major version upgrades to devices under management
- Installation of up to two (2) new PCs per month
- Remote rollout of software or upgrades
- Mailbox Migration using existing servers
- Adding switch ports to a VLAN
- Service Pack installations
Excluded Services
Projects:
On occasion CLIENT may need an infrastructure upgrade or project in which CORE CONNECTIONS can participate or provide competitive pricing. A Project is defined as a short-term initiative with a defined start and end that produces a unique output (product/service/capability); this includes significant expansion of the current environment. All projects are considered out of scope and billable*separate from the monthly contract at an agreed upon fee with a fixed deliverable. Examples include:
- Major software version upgrade (Windows 2012 to Windows 2019; Exchange 2010 to Office 365)
- Mailbox migration when includes a new server
- New Datacenter Implementation
- New Branch Office/Location
- New VLAN Implementation
*CORE CONNECTIONS will discount all project work by 15% off each SOW price.
Change Requests (Major):
All change requests require CLIENT approval whether covered by the monthly contract or not. Change requests taking longer than 8 hours at one time are considered Major Change Requests and are out of scope. Out of scope Change Requests will be billed based on the resource level needed at the rates listed on the next page.
Emergency Support:
CLIENT may need support for end users on an emergency basis and outside the normal business hours covered by the CORE CONNECTIONS Service Desk*. This after-hours emergency support will be redirected to the appropriate resources and will be handled on a best effort basis. A CORE CONNECTIONS engineer responds to the emergency system 24 hours a day, 7 days a week.
|
Expertise |
Standard Rate (per hour) |
|
Technical Specialist |
$125 |
|
Network Support Engineer |
$135 |
|
Network Engineer |
$145 |
|
Senior Network Engineer |
$175 |
|
Enterprise Engineer |
$200 |
|
Project Manager |
$225 |
*The standard CORE CONNECTIONS “Service Desk” hours of operation for providing the Services are between the hours of Eight (8) a.m. and Eight (8) p.m. Monday through Friday, excluding holidays (“Standard Service Desk
Hours”). Excluded Services outside the Standard Service Desk Hours are subject to the After-Hours Rate of 1.5x Discounted Rate with the exception of “(5) VIP Users” defined by client.
Service Levels Targets and Escalation Details
The following table shows the target of response and resolution times for each priority level.
|
Trouble |
Priority |
Response |
Escalation |
|
Service Not Available (all users and functions |
1 |
Within |
45 min. |
|
Significant degradation of service (large number |
2 |
Within |
1 hours |
|
Limited degradation of service (limited number of |
3 |
Within |
2 hours |
|
Small service degradation (business process can |
4 |
Within |
4 hours |
|
Support Tier |
Description |
|
Tier 1 |
All support incidents begin in Tier 1, where the |
|
Tier 2 |
All Support incidents that cannot be resolved |
|
Tier 3 |
Support incidents that cannot be resolved by Tier |
Service Offering Details
|
Agreement Details
1. SERVICES
During the Term (defined below), CORE CONNECTIONS will provide Client with the Managed IT Services (“Services”) set forth on the attached Schedule A (“Service Offerings”) and, if requested and agreed to by CORE CONNECTIONS and Client, the “Excluded Services” set forth in the preceding Excluded Services Paragraph.
2. DUTIES OF THE PARTIES.
A. Duties of CORE CONNECTIONS. CORE CONNECTIONS agrees to use commercially reasonable efforts to timely deliver and support the Services for Client in accordance with industry standards.
B. Duties of Client. Client agrees to (i) timely submit all payments to CORE CONNECTIONS at CORE CONNECTIONS’s place of business; (ii) provide CORE CONNECTIONS with access to Client’s facilities, including access to Client’s computer systems, according to the Client’s procedures which are provided to CORE CONNECTIONS in writing and in advance, and adequate and suitable facilities and space for CORE CONNECTIONS’s personnel to work at the Client’s facility and on such computer systems. If CORE CONNECTIONS determines that the Services require CORE CONNECTIONS to remotely access Client’s computer systems, Client agrees that it shall also provide CORE CONNECTIONS with all the information reasonably requested by CORE CONNECTIONS for CORE CONNECTIONS to remotely access Client’s computer systems. Client also acknowledges and agrees that the providing of the Services may in some circumstances result in the disruption of services at Client’s facility or on Client’s computer systems or loss or damage to software or hardware.
3. PRICING AND PAYMENT.
- A. Pricing. The fees (“Fees”) for Service Offerings are set forth in the preceding costs provided. The hourly rates for Excluded Services agreed to by CORE CONNECTIONS and Client are set forth in the preceding Excluded Services Paragraph.
B. Payment. CORE CONNECTIONS will invoice Client on a monthly basis on the 1st day of every month per the Fees set forth on the attached Schedule A for Service Offerings. Payments for all Service Offerings shall be made via cheque, e-transfer or wire transfer and are due in advance on or before the thirtieth (30th) day of the applicable month. All Excluded Services provided to Client by CORE CONNECTIONS are due upon receipt of CLIENT’s written invoice(s) for such Excluded Services. CORE CONNECTIONS reconciles client accounts quarterly and adjusts monthly invoices as needed, with fee increases subject to Client’s written approval. CORE CONNECTIONS will have no obligation to perform any services for Client, whether included in this Agreement or otherwise, unless all charges, fees, and taxes for Services rendered under this agreement have been paid in full by Client when due. In the event of non-payment of any sum due and owing under this Agreement, CORE CONNECTIONS shall have the right to suspend or immediately terminate the providing of all Services, without notice, and CORE CONNECTIONS may determine whether or not to reinstate any Services upon receipt of payment in full of all sums owed. Any payment not received by CORE CONNECTIONS on or before thirty (30) days following the due date shall bear interest from the due date until paid in full at the lesser of one and percent (2%) per month or the maximum rate allowed by applicable law. Fees are subject to an increase of up to three (3%) percent per year if user and device counts stay the same, If user and or device counts increase, fees are subject to change at anytime. All amounts shall be payable by Client to CORE CONNECTIONS without right of setoff, deduction, or demand.
4. Device Addition.
CLIENT agrees to promptly notify CORE CONNECTIONS in writing of any additional to device or end point has been added to the environment covered by the services outlined in this agreement. Upon receiving notification of device additions, CORE CONNECTIONS shall assess the impact of the added devices on the services provided. Additional fees may be applied to the monthly costs as deemed necessary by CORE CONNECTIONS, taking into consideration the increased resources, support, and infrastructure required to accommodate the additional devices.
5. TERM AND TERMINATION.
This Agreement shall be effective for two (2) years, commencing on the date this Agreement is executed by Client and accepted and executed by CORE CONNECTIONS (“Effective Date”), and shall automatically renew for additional one-year periods on each anniversary of the Effective Date. The initial one-year period and each one-year period of this Agreement (or such shorter or longer period of effectiveness as mutually agreed to by CORE CONNECTIONS and Client) is referred to as an “Effective Period” and collectively all of the Effective Periods of this Agreement are referred to as the “Term”. Either party may terminate this Agreement at any time by providing at least three (3) months (“Notice Period”) prior written notice to the other party. Client acknowledges and agrees that Client is responsible to pay monthly Fees for Service Offerings during the Notice Period, regardless of if Client requests not to receive such Service Offerings during the Notice Period, at the same monthly amount as the average of the three (3) month period immediately preceding the notice of termination. CORE CONNECTIONS may immediately terminate this Agreement upon written notice to Client if Client (i) fails to make any payment to CORE CONNECTIONS when due and such failure continues for a period of five (5) labor days following written notice of such failure by CORE CONNECTIONS to Client; or
(ii) breaches any other provision of this Agreement. Immediately upon the expiration or termination of this Agreement, or upon the earlier request of one of the parties, the other party shall (i) return to the other any and all equipment provided by the other party; and (ii) discontinue the use of and permanently delete from the party’s computer systems any and all of the other party’s software and other computer programs installed or provided by the other party.
6. OWNERSHIP.
All materials, including all copyrights, trademarks, logos, and other identifying marks (collectively “Materials”) of each party are and shall remain the exclusive property of that party, and except as otherwise specifically set forth in this Agreement, no license to use such Materials is granted pursuant to this Agreement. All Materials are proprietary and may not be reproduced, duplicated, or disseminated for any purpose. All non-third-party software installed or provided by one of the parties for the other party’s use is proprietary software and the exclusive property of installing party.
7. CONFIDENTIAL INFORMATION.
A. Pursuant to providing the Services, either party may gain access to the other party’s Confidential Information. Each party will adopt commercially reasonable measures to protect the other party’s Confidential Information provided pursuant to this Agreement. For purposes of this Agreement, “Confidential Information” means:
(i) All inventions, processes, designs, trade secrets, formulas and formulations, methods, know-how, samples, test, technology, standard operating procedure and other data, and other information relating to the preclinical, clinical, and pharmaceutical development, analysis, regulatory files and correspondence, manufacturing, and packaging in whatever form (written, oral, visual, electronic);
(ii) All sales and marketing plans, future plans, business plans, financial information, results of consultancies, contracts, customer lists and relationships, and other information which may be needed to be disclosed by each party to the other in relation to business negotiations in whatever form (written, oral, visual, electronic); and
(iii) Any kind of information identified by one of the parties as Confidential Information.
B. Confidential Information does not include information which: (i) the recipient can demonstrate in writing to be rightfully known to recipient at the time it receives the information; (ii) has become publicly known through no wrongful act of the recipient; (iii) the recipient can demonstrate in writing to have been rightfully received by recipient from a third party authorized to make such communication without restriction; or (iv) has been approved for release by written authorization of the discloser. A recipient may disclose Confidential Information if required by court or government action to be disclosed; provided, however, the recipient must first provide the discloser with reasonable prior, written notice of such disclosure so that the discloser may attempt to prevent such disclosure, and that the Confidential Information shall continue to be treated as Confidential Information for all other purposes.
C. Each party undertakes to hold any and all Confidential Information in confidence and to use it exclusively for the purposes set forth in this Agreement. Neither party shall, directly or indirectly, make use of the Confidential Information of the other party without the other party’s prior, written consent.
D. CORE CONNECTIONS and Client agree, except as otherwise set forth in this Agreement and unless otherwise required by law or compelled by a court of competent jurisdiction, not to disclose to a third party, without the prior written consent of the other party, the Confidential Information, including the terms and/or conditions of this Agreement, including, without limitation, not disclosing or sharing a copy of this Agreement with any third party. CLIENT agrees to protect the confidentiality of Client’s Confidential Information provided to CORE CONNECTIONS per terms of CORE CONNECTIONS’s standard Confidentiality Policy.
8. HIRING OF CORE CONNECTIONS’S EMPLOYEES.
In the absence of CORE CONNECTIONS’s prior written consent, and for a period of twelve (12) months following the expiration or termination of this Agreement, for any reason whatsoever, Client agrees not to hire or engage, directly or indirectly, any person who, at any time during the twelve (12) months immediately preceding such hiring or engagement, was an employee of CORE CONNECTIONS employed to perform the Services or other services similar to the Services for any customer of CORE CONNECTIONS. CORE CONNECTIONS and Client agree that the damages from a breach of this Section would be difficult to ascertain. Therefore, in the event Client breaches this provision, Client agrees to pay CORE CONNECTIONS, as liquidated damages and not as a penalty, a sum equal to twenty-four (24) months pay for each former employee of CORE CONNECTIONS hired by Client, at the rate paid by CORE CONNECTIONS for the last full month of such employee’s employment with CORE CONNECTIONS. In addition, CORE CONNECTIONS shall be entitled to temporary and permanent injunctions in order to prevent or restrain any such violation of this Section by the Client or its partners, agents, representatives, servants, employers, employees and any and all persons directly or indirectly acting for or with the Client. These remedies shall be in addition to, and not in limitation of, any other rights or remedies afforded to CORE CONNECTIONS under this Agreement or available to CORE CONNECTIONS at law or in equity.
9. FORCE MAJEURE.
Except for payment obligations, the parties shall not be responsible for failure to render any obligation due to causes beyond its reasonable control, including, but not limited to, work stoppages, fires, civil disobedience, riots, rebellions, floods, war, acts of terrorism, delays in transportation, accident, failure of Client to provide a suitable operating environment for CORE CONNECTIONS, hardware malfunctions caused by defects in software or otherwise, failure of Client to allow CORE CONNECTIONS access to its computer system, acts of God and other similar occurrences. The obligations and rights of the parties shall be extended on a day-to-day basis for the duration of excusable delay.
10. REPRESENTATIONS AND WARRANTIES.
Each party represents and warrants to the other party that (i) it has the full right, power, and authority to enter into and to perform this Agreement; (ii) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action; (iii) this Agreement constitutes a valid and binding obligation of such party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the rights of creditors generally; and (iv) the execution, delivery and performance of this Agreement does not or will not violate or cause a breach or default under (a) the governing corporate or company documents of such party; (b) any agreement, lease, mortgage, license or other contract to which such party is a party; or (c) any law, rule, regulation, order, decree or consent action by which such party is bound or to which it is subject.
11. DISCLAIMER OF WARRANTIES.
CORE CONNECTIONS DOES NOT WARRANT THE UNINTERRUPTED OR ERROR-FREE OPERATION OR PROVISION OF THE SERVICES, THAT THE SERVICES WILL BE FREE FROM INTERRUPTION, THE SERVICES WILL BE SECURE FROM UNAUTHORIZED ACCESS, THAT THE SERVICES WILL DETECT EVERY SECURITY OR OTHER VULNERABILITY OF CLIENT’S COMPUTER SYSTEMS, OR THAT RESULTS GENERATED BY
THE SERVICES WILL BE ERROR-FREE, ACCURATE OR COMPLETE. ALL INFORMATION, MATERIALS AND SERVICES ARE PROVIDED TO CLIENT “AS IS”. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, CORE CONNECTIONS HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
The Services may become unavailable due to any number of factors, including, without limitation, scheduled or unscheduled maintenance, technical failure of the software, telecommunications infrastructure, or the unavailability or interruption of access to the Internet. The disclaimers set forth in this Section shall apply regardless of whether (i) CORE CONNECTIONS determines that Client’s computer systems are deemed “secure”, (ii) Client performs such modifications to its computer systems as CORE CONNECTIONS reasonably suggests in order for Client’s computer systems to be deemed “secure”, or (iii) otherwise.
12. LIMITATION OF LIABILITY.
CORE CONNECTIONS WILL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY OF THE FOLLOWING ARISING OUT OF THIS AGREEMENT AND/OR THE SERVICES: ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE,
STRICT TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CORE CONNECTIONS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF PROFITS, LOSS OF DATA, EQUIPMENT DOWNTIME, OR LOSS OF GOODWILL. CLIENT ACKNOWLEDGES AND AGREES THAT CORE CONNECTIONS’S AGGREGATE LIABILITY TO CLIENT FOR ANY DAMAGES, LOSSES, FEES, CHARGES, EXPENSES AND/OR LIABILITIES ARISING OUT OF WITH THIS AGREEMENT AND/OR THE SERVICES SHALL NOT EXCEED THE FEES PAID BY CLIENT PURSUANT TO THIS AGREEMENT FOR THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE FIRST OCCURRENCE OF THE APPLICABLE DAMAGES, LOSSES, FEES, CHARGES, EXPENSES AND/OR LIABILITIES.
Client acknowledges that the limitations on liability were specifically bargained for and are acceptable to Client. Client’s willingness to agree to the limitations of liability set forth in this Section was material to CORE CONNECTIONS’s decision to enter into this Agreement. The limitations on liability set forth in this Section shall be enforceable to the maximum extent permitted by applicable law.
13. GENERAL TERMS.
This Agreement is the entire agreement between CORE CONNECTIONS and Client and supersedes any prior understandings or written or oral agreements between CORE CONNECTIONS and Client with respect to the subject matter of this Agreement. This Agreement may only be amended or changed pursuant to a written document duly executed by both CORE CONNECTIONS and Client. No waiver of a breach of any provision of this Agreement by any party shall be construed as a waiver of a subsequent breach of the same or any other provision of this Agreement. Client’s obligation to pay for any Services or other services received by CORE CONNECTIONS and each of the provisions of Section 3, 5 through 7, and 10 through 14 shall survive the expiration or earlier termination of this Agreement. The invalidity of any provision of this Agreement shall not affect the enforceability of the remaining Agreement or any other provision of the Agreement. All exhibits and schedules to this Agreement are true, correct and hereby incorporated into by reference and made a part of this Agreement. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by CORE CONNECTIONS and Client and their successors and permitted assigns, and no other person or entity shall have or acquire any right by virtue of this Agreement unless otherwise specifically agreed to in writing by CORE CONNECTIONS and Client. This Agreement and the rights and obligations of the Parties are not assignable without the prior written consent of the other Party. Any attempt by one of the Parties to assign any this Agreement or any right, duty, or obligation which arises under this Agreement, without such consent, will be void. This Agreement shall not be construed to give any person other than CORE CONNECTIONS and the Client any legal or equitable right, remedy or claim under or with respect to this Agreement. This Agreement will not create a joint venture, partnership or other formal business relationship or entity of any kind, or an obligation to form any such relationship or entity. Each party will act as an independent entity and not as an agent of the other party for any purpose, and neither will have the authority to bind the other. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and of equal force and effect, and all of which taken together shall constitute one and the same instrument. The parties reserve the right to maintain an executed copy of this Agreement in electronic form only and agree that a print-out of such electronic form of this Agreement will be deemed an original for all purposes relating to the enforceability of the terms and conditions of this Agreement.
14. NOTICES.
All notices required pursuant to this Agreement shall be written and shall be delivered by (i) hand-delivery; (ii) nationally recognized overnight delivery service (such as FedEx, UPS, DHL, or USPS Express Mail); or (iii) electronic mail with verification of receipt. All such notices and other communications shall be addressed to the other party at the address set forth in this Agreement or to such other address as a party may designate by notice complying with the terms of this Section. Each such notice shall be deemed delivered (i) on the date delivered if by hand-delivery; (ii) on the date delivered or the date delivery is refused by the recipient, if by nationally recognized overnight delivery service; or (iii) upon verification of receipt if by electronic mail.
15. DISPUTE RESOLUTION.
Except as otherwise specifically set forth in this Agreement, the parties hereby agree to resolve any and all controversies, claims and/or disputes arising out of this Agreement and/or any Services (each, a “Dispute”) solely pursuant to the terms of this Section.
A. Management Resolution. All Disputes shall first be referred to the parties’ authorized representatives for discussion and resolution of the Dispute (“Management Resolution”), which representatives are the individuals who have executed this Agreement on behalf of their party.
B. ARBRITATION.
If Management Resolution fails to resolve the Dispute, then the Dispute shall be resolved by final, binding arbitration (“Arbitration”) in TORONTO, ONTARIO.
C.Governing Law; Venue; Jurisdiction.
This Agreement shall be governed by, and construed in accordance with, the laws of Ontario (without giving effect to principles of conflicts of laws). For any action to compel Arbitration, enforce an Arbitration award or seek injunctive relief pursuant to this Agreement, the parties hereby expressly consent to the (i) venue of
TORONTO, ONTARIO, CANADA, and each party hereby expressly waives any objection to such venue based upon forum non-conveniens or otherwise; and (ii) jurisdiction of the province and/or federal courts in and/or for TORONTO, ONTARIO, CANADA.
D. Prevailing Party Attorney’s Fees. In the event of any Arbitration, action to compel Arbitration, action to enforce an Arbitration award or action to seek injunctive relief pursuant to this Agreement, the prevailing party in such proceeding shall be entitled to an award of their reasonable attorneys’ fees and costs for each such proceeding, including the Arbitration, trial and for all levels of appeal.