In-Kind Sponsorship Agreement

This Sponsorship Agreement (the “Agreement”) is entered into effect as of the date the scrip is redeemed, hereto (the “Effective Date”) by and between ArookaTravel(“AT”) and Scrip Holder (“SH”). In consideration of the mutual covenants contained herein, as follows:

1. Deliverables

a) AT will provide SH a scrip of 100 rmb which is noncash in nature and a can be used for our hourly billable service or our publications.

During the use of billable service time, SH acknowledge that AT will offer normal consultation services during the billable service time and can not and will not be held liable for any advice, information or analysis which AT provides. SH will accept AT services as provided. SH will make an effort to make sure that the meetings are on a one-on-one basis and within a reasonable time frame from the event date.

AT offers a range of travel tips and advice of which SH may choose specific services which AT offers, mixed, blended or general services depending on their needs. AT will not bill SH for time over the allotted time, however AT has the right to terminate consultations for any reason it sees fit.

Fee Matrix
Edmonton     250 CAD/hr + expenses (including travel, material, DD, etc.)
Shanghai     2000 RMB/hr + expenses (including travel, material, DD, etc.)
Other      500/hr + expenses (including travel, material, DD, etc.).
Note: Billable time includes start to finish from either Edmonton or Shanghai to location and return; We reserve the right to refuse travel to certain areas and/or regions.

2. Confidentiality, Anonymity and Charity.

a) Confidentiality.

AT and SH shall maintain the confidentiality of this Agreement and all confidential information of the either party and shall not release, disclose or divulge any such confidential information without the prior written consent of the other party and may only use and copy such confidential information as is necessary to carry out its activities contemplated by the Agreement (but subject to the provisions thereof) and for no other purpose. AT may disclose confidential information to its employees, personnel, subcontractors and representatives on a “need to know basis”, provided that it shall first instruct such employees and personnel to maintain the confidentiality thereof.

b) Anonymity.

SH acknowledges that anonymity of AT staff, personnel, affiliates, associates and clients is a vital factor to the successful operations of AT business. SH will not publically disclose any identifying characteristics, such as name, description of physical appearance and/or connections to AT. SH may only refer to AT in name. The use of AT logos and graphics require written permission from AT. Breach of this condition by SH or its affiliates will result in instant termination of this agreement.

c) Charity.

SH acknowledges that AT is providing a charitable noncash donation in the terms of an in-kind sponsorship to support the The Canadian Chamber of Commerce in Shanghai (“cancham”) event. AT is providing this charity voluntarily and is acting in good faith. AT has the right to withdraw or terminate this agreement for any reason.

SH will endeavour to conduct itself in a manner so as to present a professional and high quality promotion and image of business. SH must not bring into disrepute or otherwise damage the name, image or goodwill of AT.

SH will use its best endeavours to ensure that all third parties act consistently with this agreement and do everything necessary in order for AT to perform its obligations under this Agreement. SH will use its best endeavours to prevent any third party from infringing the rights of AT and if necessary take legal action to stop any actions and protect the rights of AT.

SH acknowledges that any misrepresentations and/or moral issues which may present AT in unfavorable light will result in termination of this agreement.

4. Indemnification; Limitation on Liability

a) Indemnification; Insurance.

SH agrees to indemnify and hold AT harmless against any and all claims that may be brought against AT due to claim, action, damage, loss, liability, cost or expense,
personal injury or property damage in connection with The Canadian Chamber of Commerce in Shanghai (“cancham”) event or the usage of the scrip. Further SH will hold AT harmless against any loss or liability directly or indirectly as a result from any breach of this agreement by AT; or any negligent act or omission, fraud or willful misconduct on part of AT.

b) Limitation of Liability.

AT will not have any liability arising in any manner under or in connection with this agreement.

c) Consequential Damages.

To the maximum extent permitted by applicable law, ESC disclaims and in no event shall be liable for any special, incidental, indirect, consequential or punitive damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information or any other pecuniary loss, arising out of this agreement, regardless of the cause of action, including negligence or other others or breach of contract, even if such party has been advised of the possibility of such damages.

5. General

a) Survival.

Except as specifically provided herein, all provisions of this Agreement shall survive completion or termination of the The Canadian Chamber of Commerce in Shanghai (“cancham”) event.

b) Independent Parties.

AT is providing the deliverables as an independent contractor. At no time shall shall either party be deemed to be the agent, partner or joint venturer of the other party, and each party and its employees shall always remain independent of the other party.

c) Force Majeure.

Neither party shall be liable for any delay or failure to perform its obligations hereunder due to strikes, labour disputes, riots, storms, floods, explosions, accidents, acts of God, acts or orders of government, war, terrorism, the failure of vendors or other sponsors to perform, the loss, destruction, breakdown, seizure or confiscation of vehicles or equipment, media event cancellations or any other cause or causes which are beyond its
reasonable control. SH understands and acknowledges the complex nature of services provided by AT and shall not be entitled to any reimbursement or restitution in the event that AT fails to commence or complete the offer of in-kind sponsorship.

d) Notice.

Any notice, request, demand, consent or other communication provided or permitted hereunder shall be in writing and given electronic mail (e-mail) to the parties at the
addresses set out on the Scrip redemetion page hereto and shall be deemed to have been received on the date on which it was delivered or transmitted by electronic mail.

e) Entire Agreement.

This Agreement, including any exhibits hereto, contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and proposals, written or oral, relating to such subject matter. No supplement, modification or waiver of this Agreement shall be binding unless executed in
writing by both parties.

f) Governing Law.

This Agreement shall be governed by the laws of the Province of Alberta, as applied to agreements made, entered into and performed entirely in Alberta by Alberta residents.

The parties hereto have executed this agreement as of the Effective Date.

Party ArookaTravel
Email: arooka@gmail.com

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