GENERAL SERVICE AGREEMENT

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

1. Services Provided
   
1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):
   
   • Provide bookkeeping services in accordance with Generally Accepted Accounting Principles (GAAP).
     
2. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
   
3. Term of Agreement
   
3. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
   
4. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide three days' written notice to the other Party.
   
5. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and the defaulting Party shall indemnify the non-defaulting Party against all reasonable associated damages.
   
6. This Agreement may be terminated at any time by mutual agreement of the Parties.
   
7. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.
   
8. Performance
   
8. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
   
9. Currency
   
9. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in CAD (Canadian Dollars).
   
10. Compensation
    
10. The Contractor will initially charge the Client for the Services at the rate of $70.00 per hour (the "Compensation"). This hourly rate shall be adjusted each year on April 1st to an hourly rate not to exceed four times the Yukon Hourly Minimum Wage for any concurrent period.
    
11. The Client will be invoiced every month.
    
12. Invoices submitted by the Contractor to the Client are due within 14 days of receipt.
    
13. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
    
14. Reimbursement of Expenses
    
14. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
    
15. All expenses must be pre-approved by the Client.
    
16. Penalties for Late Payment
    
16. Any late payments may, without notice, and at the Contractors sole discretion, trigger a fee of 2.00% per month (the "Interest") on any balance owing. This interest shall be added to the balance owing, together with the previous balance owing, until the entirety of the aggregated balance owing is paid in full.
    
17. Confidentiality
    
17. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
    
18. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
    
19. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
    
20. Ownership of Intellectual Property
    
20. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
    
21. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
    
22. Return of Property
    
22. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
    
23. Capacity/Independent Contractor
    
23. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
    
24. Notice
    
24. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
    
    1. _______________________________
       _______________________________
       
    2. contact@mlbs.ca  OR;   MLBS Ltd, Box 2088 Marsh Lake, YT, Y0B 1Y2
       

    or to such other address as either Party may from time to time notify the other.

25. Indemnification
    
25. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
    
26. NONPAYMENT FOR SERVICES
    
26. In the event that an invoice issued under this Agreement remains unpaid fifteen days or longer after it's delivery:
    
    (a)Contractor may, at his sole discretion, elect at any time and without notice to pause delivery of services under this Agreement until such time as the invoice has been paid in full. The Contractor may then, at his sole discretion, require the Client to pre-pay for future services in a manner solely determined by the Contractor, which, the Contractor may elect, at his sole discretion, to change from time-to-time.
    
    (b)Contractor may, at his sole discretion, elect to terminate the Agreement at any time; AND The balance owing, together with any accumulated Interest, shall remain payable. The Contractor may, at his sole discretion, elect to pursue this balance owing, together with any accrued Interest and all costs, damages, Compensation for time/hours, incurred as a result of the collection effort, by any legal means allowable under the jurisdiction of the Yukon Territory of Canada. The Interest shall continue to accrue on the aggregate of balance owing, incurred costs, previously accrued Interest and incurred collection expenses, fees, charges and accumulated Compensation until such time as the aforementioned aggregate of monies is paid, in full, by the Client to the Contractor; OR a legally binding judgment is filed in Yukon Territorial Court decreeing terms of settlement between the Client and the Contractor. The Client agrees to pay to the Contractor, the aggregate balance owing, collection costs, fees, Compensation and Interest, described herein.
    
27. Modification of Agreement
    
27. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
    
28. Time of the Essence
    
28. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
    
29. Assignment
    
29. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
    
30. Entire Agreement
    
30. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
    
31. Enurement
    
31. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
    
32. Titles/Headings
    
32. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
    
33. Gender
    
33. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
    
34. Governing Law
    
34. This Agreement will be governed by and construed in accordance with the laws of the Yukon Territory.
    
35. Severability
    
35. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
    
36. Waiver
    
36. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.