Master Services Agreement This Master Services Agreement is made and entered into as of May 2019 by and between OPERATIVE BRAND CONSULTING INC. an Ontario corporation having a registered address at 15 Green Lanes, Toronto, Ontario M82 4V5, Canada and the Oklahoma Tourism and Recreation Department ("Ciient"), a State Agency, located at 900 N. Stiles Ave, Oklahoma City, Oklahoma, United States of America. WHEREAS, Operative is a strategic brand identity consulting and design firm, experienced in, by way of example, and not limitation, identity strategies development, communications consulting, research, brand valuation, graphic design, nomenclature, environmental and industrial designs; WHEREAS, pursuant to the Oklahoma Tourism, Parks and Recreation Enhancement Act, codified as 74 0.8. 2200 et set, the Oklahoma Tourism and Recreation Department?s purpose as a State Agency is to promote tourism in the State of Oklahoma. WHEREAS, in order to carry out the duties and responsibilities of the Oklahoma Tourism and Recreation Department, the Department may enter into partnerships for promotional projects with a private corporation. WHEREAS, the Oklahoma Tourism and Recreation Department seeks to promote tourism in the State of Oklahoma by partnering with Operative to develop a statewide branding initiative (74 OS 2221). WHEREAS, Client wishes to retain the services of Operative and Operative accepts the assignment by Client in accordance with a "Scope of Work? or any add itionai future executed SOWs (the ?Services?). NOW THEREFORE, in consideration of the foregoing promises, it is mutually agreed by and between the parties as follows: 1. SERVICES. Operative wili provide the Services to Ciient, subject to the terms and conditions set forth herein. 2. TERM. This Agreement shalt commence as of the date hereof and shall terminate upon the completion of the Services, unless earlier terminated in accordance with Section 9 below. 3. FEES AND EXPENSES. a. Project Fees. Client agrees to pay Operative for Services rendered as foliows: i. Work wili be invoiced at the end of each month, starting May 30th 2019, based on percent of work completed for each phase. A. Phase 1 Prepare i. Deliverables: a kickoff meeting to take place in Oklahoma City, Oklahoma, wherein project governance, research parameters, and a timeline will be established for the project. Time for completion: Phase 1 will be completed within two (2) weeks after the execution of this Agreement; 2019-003 000001 Page 1 of 11 ill. Cost: The total cost, including all fees and costs associated with the deliverables referenced in Al, is an amount not to exceed in fees and in out-of? pocket expenses. B. Phase 2 Understand Deliverables: stakeholder research, brand audit, document review, and production of a research report Time for completion: Phase 2 witl be completed within six (6) weeks after the completion of Phase 1. Cost: The total cost, including ail fees and costs associated with the deliverables referenced in BL, is an amount not to exceed in fees and in out?of?pocket expenses. C. Phase 3 Develop Deliverables: brand positioning, expression territories, refinement, OklaX briefing Time for completion: Phase 3 will be compieted within eight (8) weeks after the completion of Phase 2. Cost: The total cost, including all fees and costs associated with the deliverables referenced in Cl, is an amount not to exceed and in out-of?pocket expenses. D. Phase 4 - Validate i. ll. Deliverables: finat brand positioning and identity concept Time for completion: Phase 4 will be completed within six (6) weeks after the compietion of Phase 3. Cost: The total cest, including all fees and costs associated with the deliverables referenced in is an amount not to exceed in fees and in outnof- pocket expenses. E. Phase 5 .. Document Deliverables: OklaX convention, brand guidelines, brand toolkit Time for completion: Phase 5 will be completed within eight (8) weeks after the completion of Phase 4. Cost: The total cost, including at! fees and costs associated with the detiverabtes referenced in E.l. is an amount not to exceed in fees and in out-of? pocket expenses. All invoices shall be paid no later than forty?five (45) days fm Client receives the invoice. Page 2 of11 b. Currency. All payments under this Agreement shall be made in US. Dollars. C. Permits and Approvals. If this Agreement invoives Services for an entity organized and/or existing outside of Canada, and, if required by local law: i. Client will secure approval by any appropriate government foreign exchange control agencies prior to the commencement of any Services. Upon request, Client will provide Operative with evidence of such approval; and ii. Client shall provide documentation requested by Operative and reasonable cooperation in obtaining any required work permits, visas or similar permissions to ailow Operative?s personnel to provide Services in accordance with local law. 4. REVISIONS AND ADDITIONAL. SERVICES. a. Any revisions or additions to the deliverables set forth in Section 3 of this Agreement, plus any cost and timeline revisions, including rush work, as defined below, must be attached to this agreement in an addendum signed by both parties prior to the initiation of the revision and/or addition. i,_Rush Work consists of work required by the Client to be performed outside of normal working hours or within a shortened time frame. Client shall also have the right during the term of this Agreement to defer or cancel any individUal or series of tasks and assignments included in the Services, upon 7? days' advance written notice (the "Notice Period?) to Operative, and a corresponding scope change notification prepared by Operative. Client will be required to compensate Operative for services compieted to the effective date of deferral or canceilation on such deferred or cancelted work. 5. IDENTITY PROJECTS. If the SOW includes an "identity Project? name and/or logo creation/development), the following terms and conditions shall apply: a. Operative will work with Client for the inclusive fee set forth in the SOW until the C. contracted number of acceptable and legally available brand names or logos ("identity") as set forth in the SOW are developed previded the Client timely complies with its obligations under the agreed upon timetables in the SOW and this Agreement and (ii) the strategic parameters provided in the SOW are not substantiaiiy altered. Unless otherwise stated in the SOW, Operative shall present to the Client a preliminary Identity or iist of identities which have been informaily searched by Operative (the ?Pre? Screened List?). Within three (3) weeks after the final presentation, the Client shall select an Identity or Identities from the Pre-Screened List. Those Identities may be further developed in a logo/trademark. However, the design work elements of a trademark are not part of the pre-screening process. The Client?s trademark counsel shall then conduct a full trademark search of the seiected Identities. Ciient shall advise Operative as to which identities armavgu?m3 000003 Legal opinions and any trademark filings shall remain the full responsibility of Client. Page 3 of 11 Client will inform Operative of the Identity selected for filing and, if applicable, the alternative Identities. Once Client has informed Operative of its selection of the Identity, Operative will be deemed to have fulfilled its obligations under this Section 5. cl. In the event that all recommended Identities are eliminated by full trademark searching, Operative will undertake additional development in accordance with the procedures set forth in Sections 5(b) and above and pursuant to the deliverables specified in the SOW until Client has secured an identity which is acceptable to it and which trademark counsel has advised it is available. However, Operative shall only be obligated to provide a Pre?Screened List of additional Identities to the Client it the Client has adhered to its time deadlines under the terms of this Section. In the event that Operative becomes obligated to provide additional Identities, due to issues of availability, no additional creative fees will be billed to the Client. e. Unless otherwise specified in the SOW, it is agreed that the objective of the Identity Project shall be to obtain legal clearance and ownership for one (1) Identity for each Identity Project. Additional Identities from the Pre-Screened List can be purchased for a flat fee agreed upon by the parties. 6. OWNERSHIP OF WORK PRODUCT. a. Once all amounts due under this Agreement are futly paid, all of Operative's intellectual property rights, including copyrights, relating to any design, mark, name or other tangible material that are selected by Client and delivered by Operative to Client in final form pursuant to the terms of this Agreement and the SOW, including any substantially simiiar variations or derivatives of trademarks (which would likely cause confusion in the marketplace) selected by Client ("Materials") will become the exclusive property of Client. Operative shall not be responsible for alterations made by Client to Materials delivered hereunder. All other designs, marks and materials developed by Operative, including all work presented but not selected by Client, and not substantially similar to those selected by Client (as similar enough to cause confusion in the marketplace) shall remain the exciusive property of Operative. b. Operative does not warrant that Ciient will be immune from claims of others for use of names, designs, trademarks, or other Materials selected by Client. Legal protection and, where appropriate, registration of the Materials is the Client?s sole and should be done after final approval in order to create, reserve, or preserve such rights. 7. INDEMNIFICATION. a. Client shalt be responsible for the accuracy, completeness and propriety of information concerning its organization, products, services, industry and the like which it furnishes to Operative. Client shall also be responsible for reviewing all Materials prepared by Operative under this Agreement to confirm that the representations with respect to Client?s organization, products, services and industry are accurate and supportable by objective data then possessed by Client. b. Operative, at its own expense, shall defend, indemnify and hoid harmlesg?liegtj g?g3it?00004 subsidiaries and affiliates and its and their respective council members, directors, Page 4 of 11 officers, employees and agents from and against any and all liability (including reasonable legal fees and expenses), which any of them may incur, or be liable for, arise out of: a violation of applicable law or regulation; (ii) Operative?s negligence, or wiilfui misconduct; or any breach by Operative of any obligation, duty, representation or warranty contained in this Agreement, any SOW or any schedule or exhibit attached hereto. 8. LIMITED LIMITATION OF LIABILITY. a. Operative represents and warrants that the Services will be performed in a professional manner, in accordance with the specifications and guidelines set forth in each SOW and shall compiy with all applicable laws and regulations in the performance of its obligations hereunder. Operative carefully reviews all Materials. However, it is the Client?s responsibility to review and approve all Materials upon delivery, including any and all production artwork and specifications. The signature or written approval (including via e? mail or text) of the Client's representative shall be conclusive as to the Ciient's approval and acceptance of all Materials. b. Operative expressly excludes any warranty of merchantability or fitness of the Materials for any particular use. EXCEPT WITH RESPECT TO BREACHES OF THE AGREEMENT REFERENCED IN SECTION 11, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF THIS INCLUDING, BUT NOT LIMITED TO, THOSE FOR BUSINESS OR LOSS OF EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILETY OF SUCH DAMAGES. Except with respect to the payment of fees or expenses hereunder and breaches of the confidentiality agreement referenced in Section 12, either party?s liability shall not, in any event, exceed the amount of the fees payable under this Agreement. 0. No provision of this agreement, or other supplements, amendments, or other documents related to this agreement, providing for a limitation of liability of Operative or other third parties, shall be enforceable against the Client except to the extent permitted by Oklahoma law. Notwithstanding any provisions to the contrary in this agreement, or other supplements, amendments, or other documents reiated to this agreement, Okiahoma law will govern the interpretation and enforceability of any limitation of liability, indemnity, or exculpation provision in this Agreement, or other supplements, amendments, or other documents related to this agreement. 9. TERMINATION. a. Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to the other party. During such thirty (30) day period, this Agreement shall remain in full force and effect. Upon the termination of this Agreement, there shall be no further or additional liability upon either party for payments or Services beyond the effective date of termination except that Client shall pay Operative that percentage of the agreed upon fees for all Services rendered to date (based on work progress as determined by Operative). ORR 2019-003 000005 Page 5 of11 b. On the effective date of termination, and the payment by Client of all monies owed to Operative as of the effective date of termination, Operative shall, at Ctient?s request, deliver to Client all of Client?s property in Operative?s possession or control. 10. INDEPENDENT CONTRACTOR STATUS. The relationship between Client and Operative created by this Agreement shatl be that of independent contractor, and neither party shall be deemed an agent or an employee of the other for any purpose. 11. CONFEDENTJALITY. The understanding of the parties retating to confidentiality are as set forth in 12. the Mutual Nondisclosure Agreement attached hereto as Exhibit and made a part hereof. NOTICES. Any notice or document required or permitted to be given under this Agreement shaii be given in writing and shall be deemed received when personatly delivered to the relevant party at such party?s address as set forth above; (ii) if sent by mail (which must be certified or registered mail, postage prepaid) or overnight courier, when received by the relevant party at such party?s address indicated above; or if sent by email, on the next business day. Any notices sent by email shall be sent (A) to: Client at Jerry.Winchester@travelok.com, attention: Jerry Winchester, and (B) to Operative at attention: Toujan B. Atari. 13. DISPUTE RESOLUTION. In the event of a dispute between the parties, both parties agree to have members of senior management attempt to negotiate in good faith a mutually?agreeable settlement prior to instituting any formal proceedings. In the event that management is unable to reach an agreement within thirty (30) days of the dispute being initiated, any controversy or claim arising out of this Agreement, or the breach thereof, shall be pursued according to the legal remedies set forth by Oklahoma law. Further, the venue for such a controversy or ciaim will be the District Court of Oklahoma County, State of Oklahoma. 14. PUBLICITY. Upon written permission by Client, Client may grant Operative the right to use the 15. Ciient?s name/logo, copies of Materiais, photographs, and descriptions of the Project for reasonabie promotionai purposes without payment of royalty or charge of any kind. PERSONNEL. To the extent permitted by Oklahoma law, unless the other party expressiy authorizes in writing in advance, neither party shall soiicit, offer work to, empioy or contract with, any of the other party's personnel during the performance of the Services or during the twelve (12) months after the conclusion of such Services. if a party breaches this Section 17, the breaching party shall pay compensation to the non?breaching party equal to one (1) year?s base compensation of the person who has been hired. However, this Section 17 shall not apply to personnel of the other party who independently respond to any general indirect soticitations (such as general newspaper advertisements, employment agency referrals, and internet postings) not targeting such personnel, or (ii) are terminated prior to commencement of employment discussions between the hiring party and such employee. 16. ENTIRE AGREEMENT. This Agreement, the SOWs and the Exhibits attached hereto represent the entire agreement between the parties and shail supersede ail prior negotiation, representations or agreements whether oral or written. No change, modification or waiver of any term of this Agreement shall be valid unless it is in writing and signed by both 000006 17. APPLICABLE LAW. This Agreement shail be governed by, and construed in accordance with, the laws of the State of Oklahoma. Page 6 of 11 18. COUNTERPARTS. This Agreement may be executed by electronic means and in counterparts, all of which when taken together shall constitute one original Agreement. 19. ENFORCEABILITY. if any provision of this Agreement is declared void or unenforceable, such provision shall be deemed modified to the extent necessary to allow enforcement, and all other portions of this Agreement shall remain in fuli force and effect. 20. NO ASSIGNMENT. Neither party may assign this Agreement (including any SOW) nor any of its obligations contained herein without the prior written consent of the other party. IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first written above. Oklahoma Tourism and Recreation Department May13,2019 rfWin?hester. Executive Director Date OPERATJVE BRAND CONSULTING INC. Accepted for'Operative Brand Consulting inc. Toujan B. Atari, COO 10 May 2019 Title Date ORR 2019-003 000007 Page 7 of 11 Exhibit A Mutual Nondisclosure Agreement This agreement is made between Operative Brand Consulting Inc. with registered address at 15 Green Lanes, Toronto, ON M82 4V5 ("Operative"), and the Oklahoma Tourism and Recreation Department (?Client?), a State Agency, iocated at 900 N. Stiles Ave, Oklahoma City, Okiahoma, United States of America ("Company"). Operative and Company are sometimes hereinafter referred to as a "Party" or collectively, the ?Parties.? In consideration of the mutual covenants of this Mutual Nondisciosure Agreement and subject to the Oklahoma Open Records Act set forth in 51 0.8. 24A.1 et seq., the Parties hereby agree as follows: 1. In connection with ongoing discussions between Operative and Company concerning possible transactions (the "Transactions"), each Party to this Agreement may disclose certain proprietary and confidential information (?Information") to the other Party on a confidential basis. Such Information may include any and all technical and non?technical information, including without limitation, information concerning financial, accounting or marketing reports, business plans, analyses, forecasts, predictions, projections, intellectual property, processes, methods, trade secrets, know-how and personal information disclosed in connection with the Transactions. Information may take the form of documentation, drawings, specifications, software, technical or engineering data, and other forms, and may be communicated orally, in writing, by electronic or magnetic media, by visual observation and by other means. Information otherwise includes any reports, analyses, studies or other materials, whether prepared by the receiving Party or otherwise, that contain or are based upon proprietary or confidential information covered by this Agreement. 2. "Representatives" means the controlled of either Party, and the respective directors, council members, officers, employees, attorneys, consuitants, contractors and other agents and advisers of either Party or of the controlled affiliates of either Party. Each Party shall be responsible for any breach of this Agreement by its respective Representatives and shaii take all reasonably necessary measures to restrain its Representatives from unauthorized disclosure or use of Information. 3. With respect to Information disclosed under this Agreement, the receiving Party and its Representatives shall: a. hold the Information in confidence, exercising a degree of care not less than the care used by such Party to protect its own proprietary or confidential information that it does not wish to disclose, and in no event less than a reasonable degree of care; b. restrict disclosure of the Information solely to those Representatives with a need to know and not disclose it to any other person; 0. advise those Representatives of their obligations with respect to the information; d. use the Information only in connection with continuing discussions by the Parties concerning the Transactions or executing the Transactions, and shall reproduce such Information only to the extent necessary for such purposes; ORR 2019-003 000008 Page 8 of 11 Page 9 e. notify the disclosing Party immediately, orally and in writing, of any suspected or actual unauthorized access, use, copying or disclosure of the information by anyone; and f. in connection with any Information that is personal information, comply with all applicable privacy laws and regulations. 4. Subject to the provisions of the Oklahoma Open Records Act, 51 0.8. 24A.?l et seq., and the Oklahoma State Retention Schedule, information shall be deemed the property of the disclosing Party and, within ten (10) business days upon written request from the disclosing Party, the receiving Party will return Information received in tangible form to the disclosing Party, or if requested, will destroy ail such Information and certify such destruction. Notwithstanding the foregoing the receiving Party may retain copies of the Information that are required to be retained by law or regulation, (ii) retain copies of work product that contains the Information for archival purposes or to defend the work product, and in accordance with legal, disaster recovery and records retention requirements, store such copies and derivative works in an archival format (eg. tape backups), which may not be returned or destroyed, provided that all such retained or stored Information or work product shail remain subject to the terms and conditions of this Agreement. 5. This Agreement shall be inoperative as to such portions of the Information (other than personal information) which: a. was previously known to the receiving Party free of any obligation to keep it confidentiai; b. is or becomes publicly available by means other than unauthorized disclosure by a Party or its Representatives under this Agreement; 0. is developed by or on behalf of the receiving Party independent of any Information furnished under the Agreement; or d. is received from a third party whose disclosure does not violate any confidentiality obligation to the disclosing Party. 6. Neither this Agreement, nor the disclosure of information under this Agreement, nor the ongoing discussions and correspondence by the Parties concerning the Transactions or any other matter, shall constitute or imply any promise or intention to make any purchase or use of services by either Party or its affiliated companies or any commitment by either Party or its affiliated companies with respect to any other present or future transaction. The Parties hereby affirm that they do not intend their discussions, correspondence, and other activities to be construed as forming a contract relating to the Transactions or any other transactions without execution of such separate written and signed agreement. 7. Each Party retains the right, in its sole discretion, to determine whether to disclose its information to the other Party, and disclosure of Information of any nature shalt not obligate the disclosing Party to disclose any further Information. Notwithstanding the foregoing, each Party acknowledges that its decision not to disclose Information, or additional Information, upon request, may frustrate the purpose of the discussions and/or Transactions. In such event, to the extent that the decision not to provide Information or additional Information frustrates the purpose of the Transaction, the Party whose performance is frustrated shall be excused from such performance. ORR 2019?003 000009 Page 9 of 11 Page Each Party acknowledges that with regard to any Information disclosed by it, the other Party may rely upon the accuracy and/or completeness of same. in the event that any Party reiies upon information provided by the other in performing services, the responsibility for any such information, which shalt be either inaccurate and/or incomplete, shall be with the providing Party. In the event that Operative or its Representatives (at) are required to make disclosures of Information to any governmental agency, or become iegally compelled (by oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or otherwise) to disclose any information, Operative shall provide the Client with prompt written notice so that Client can work with Operative to limit the disclosure to the greatest extent possible consistent with the legal obligations of Operative. Nothing contained in the Agreement shall be construed as granting or conferring any rights by license or otherwise in any Information disclosed, or under any trademark, official mark, patent, copyright, mask work or any other intellectual property right of either Party. None of the information which may be disclosed or exchanged by the Parties shall constitute any representation, warranty, assurance, guarantee or inducement by either Party to the other of any kind, and, in particular, with respect to the non-infringement of trademarks, official marks, patents, copyrights, mask works or any other intellectual property right. This Agreement shall benefit and be binding upon the Parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by either Party without the prior written consent of the other Party. . This Agreement shaii be governed by and construed in accordance with the laws of the State of Oklahoma, without regard to confiict of laws rules. Any dispute related to this Agreement shall be brought before the District Court of Oklahoma County, State of Oklahoma. This Agreement shall become effective as of the date on which it is first executed below ("Effective Date"). To the extent permitted by Oklahoma law, each Party agrees that the disclosing Party would be irreparably injured by a breach of this Agreement by the receiving Party or its Representatives and that the disclosing Party shall be entitled to seek equitable reiief, including injunctive relief and specific performance. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement, but shall be in addition to all other remedies availabie at law or in equity. This Agreement constitutes the entire understanding between the Parties with respect to information provided in connection with the Transactions, supersedes all prior agreements between the Parties with respect to Information provided in connection with discussions relating to the Transactions, and shall bind each Party with respect to all Information received by it before or after the Effective Date. No amendment or modification of this Agreement shall be valid or binding on the Parties unless made in writing and executed on behalf of each Party by its duly authorized representative. ORR 2019-003 000010 Page 10 of11 Page 11 15. Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity, illegality or unenforceabitity of any provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. 16. This Agreement may be executed by electronic means and in counterparts, all of which when taken together shall constitute one original Agreement. IN WITNESS WHEREOF, each Party has caused this Agreement to be executed on its behalf as of the Effective Date. Oklahoma Tourism and ?ecreation Department May 13, 2019 Wincheste Executive Date OPERATIVE BRAND CONSULTING INC. Accepted Ifor Operative Brand Consulting Inc. Toujan B. Atari, COO 10 May 2019 Titte Date ORR 2019-003 000011 Page?l1 of11