CONFIDENTIALITY, NON-COMPETE,

NON-SOLICITATION AND NON-HIRE AGREEMENT

This Confidentiality, Non-Compete, Non-Solicitation and Non-Hire Agreement (the "Agreement") is entered into as of October 31, 2016
("Effective Date") by and between 6362222 Canada Inc., doing business as The Createch Group, a corporation incorporated under the
laws of Canada, having its principal place of business at 1 Carrefour Alexander-Graham-Bell, Building E, 4th Floor, Verdun, Quebec,
H3E 3B3 ("Createch") and Lifeng Wu, an individual residing at 203 Edgemont PI NW, Calgary, AB T3A 2K1 ("Contractor").
WHEREAS the Contractor shall, from time to time, through the instrumentality of any number of Createch's service providers (hereinafter
called the "Supplier''), offer its services and expertise to direct or indirect customers of Createch or its affiliates (the "Ciient(s)") as SAP
Consultant (the "Assignment");
CONSEQUENTLY, in consideration of their mutual undertakings and covenants contained herein, the Parties agree as follows:
1.

Confidential Information

The Contractor represents that, both during and after termination of each Assignment, it shall not reveal, use, disseminate,
reproduce, sell, transfer or circulate, directly or indirectly, any private or confidential information relating to the business of Createch,
its affiliated companies or Clients, or any secrets relating to their respective business (the "Confidential Information") other than for
the purposes of Createch, its affiliates or Clients in relation to such Assignment. Notwithstanding the generality of the foregoing, the
Confidential Information includes namely information relating to the employees or consultants of Createch or Clients, price lists or
any terms of any contract.
2.

Non-Compete, Non-Solicitation and Non-Hire

2.1

In order to protect the legitimate interests of Createch and of its affiliated companies and to preserve its commercial relationships
with its Clients and potential clients, the Contractor undertakes not to offer his services relating to the implementation, the support,
the management and the enhancements of ERP software and all related solutions (the "Activities"), directly or indirectly, either as
an employee, a partner, a consultant, an advisor or in any other capacity:
(a)

both during the term and for a twelve (12) month period following termination of each Assignment, to any Client to whom the
Contractor shall have rendered services on behalf of Createch under the terms of such Assignment; or

(b)

to Clients or potential clients of Createch or of its affiliated companies (i) which have been solicited by the Contractor on
behalf of Createch; or (ii) for which the Contractor has been involved in the preparation or presentation of a proposal; or (iii)
for which the services of the Contractor have been proposed with Supplier's and/or Contractor's knowledge and consent
(collectively the "Solicitation") for a twelve (12) month period following such Solicitation (the "Protected Period").
Notwithstanding the foregoing, should the Client or potential client be a federal, provincial or municipal government body, said
Protected Period will be reduced to a period of three (3) month.

2.2

Unless otherwise expressly agreed to in writing by Createch, the Contractor shall not, directly or indirectly (for example, through their
affiliates), solicit or attempt to solicit the employment of, induce to resign, or otherwise hire, employ or contract any of the other
party's employees, subcontractors or consultants that were or are engaged or involved in any Assignment or assist any third party in
doing so, both during the term of any such Assignment and for a period of twelve (12) months following its termination or expiry or
the end of the involvement of any such employee, subcontractor or consultant therein. The Contractor further agrees that it shall not,
directly or indirectly (for example, through their affiliates), solicit or attempt to solicit the employment of, encourage to resign, or
otherwise hire, employ or contract any employee, officer or director of any Createch Client to whom the Contractor has rendered
services on behalf of Createch under any Assignment, both during the term of any such Assignment and for a period of twelve (12)
months following its termination or expiry.

2.3

The parties acknowledge that the non-compete and non-solicitation undertakings contained herein are reasonable as to their scope
and duration and that they constitute restrictions which are necessary to protect their commercial interests.

3.

Intellectual Property

The Contractor acknowledges and agrees that all copyrights, trademarks, patents, trade secrets, industrial designs, know-how,
discoveries, improvements, innovations, trade processes and any other intellectual property rights (hereinafter called the
"Intellectual Property Rights") resulting from his mandate with Createch or from his work, individually or in a team, for the benefit
of Createch, shall be the exclusive and absolute property of Createch as and from their inception. Should one of these Intellectual

The Createch Group

A

Bell Canada COMPANY

Rev. 2014-08-12

CONFIDENTIAL

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Property Rights remain in the Contractor's patrimony, he hereby cedes and transfers same, exclusively and absolutely, to Createch
at no cost and further waives any title of ownership, including moral rights, with respect to the Intellectual Property Rights, in favour
of Createch, its successors, license holders and assigns, as the case may be.
4.

Independent Contractors

4.1

The Contractor shall provide its services as an independent contractor and not as an employee of Createch, notwithstanding the
issuance of any employment authorization. Contractor shall have no power or authority to bind Createch or to assume or create any
obligation, express or implied, on Createch's behalf, nor shall Contractor represent that it has such power or authority. Additionally,
the Contractor shall not be deemed to be an employee or consultant of Createch, and the terms and conditions of his employment
and service contracts shall indicate accordingly. Should the relationship between Createch and the Contractor be found in law to
constitute an employment relationship, which conclusion is expressly denied, the Contractor agrees to indemnify Createch against
any amounts which are found to be owing by way of employer contributions, withholdings, or termination or severance pay under
any Provincial or Federal legislation relating to employment status and the Contractor agrees to hold Createch harmless for any and
all such payments and any fines, interest or penalties arising from non-payment or failure to withhold

4.2

Contractor understands and acknowledges that since he is an independent contractor for all purposes, he is not entitled to, and will
not be provided with, any benefits now given by Createch to, or hereafter declared for the benefit of, Createch employees, partners,
groups or affiliates .

4.3

Nothing herein shall be deemed or construed to create a joint venture, partnership or agency relationship between the parties for
any purpose.

5.

Delivery of Documents
The Contractor shall, immediately upon termination of his mandate under each Assignment, deliver to Createch any and all
documents (including electronic documents, records or software), files, reports, copies, supporting documents, samples, keys and
any other material relating to the business of Createch and of its Clients which might be in the possession of the Contractor.

IN WITNESS WHEREOF, the parties have read, understood and agree to be bound by this Agreement.

6362222 CANADA INC.

(THE CREATECH GROUP)

CONTRACTOR

Signed in: ..:.V..:<e:...:rd~u:.:..:n_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __

Signed in : .,C""a""'lg""a""'rv'------------------

This:

October 31. 2016

This:

October 31. 2016

By:

Cedric SAUZEREAU

By:

Lifena Wu

Title:

Directeur des Ventes

Title:

In his own name

Signature:

Signature:

&[6-p-51

The Createch Group

A

Bell Canada

COMPANY

Rev. 2014-08-12

CONFIDENTIAL

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