The headings used herein are for the convenience of the parties only and shall not be used to
define, enlarge, or limit any term of this Agreement

Trademark and Copyright License
Seller hereby reserves all rights under copyright and trademark laws. Seller grants a non-exclusive and non-transferrable right and license to use the The Deluxe Real Estate Magazine Package. You may NOT resell, rent, license or share the contents of the Deluxe Real Estate Magazine Package with anyone else. This is not intedended to limit the buyer from using the Package to produce a magazine with a different name and Trademark.

NonExclusivity of Trademark and Copyright License
Nothing in this Agreement shall be construed to prevent Seller from granting any other licenses for the use of the Name and Copyright material or from utilizing the Name and Copyright material in any manner whatsoever.

Northern Homes Real Estate Magazine Inc. warrants that the disks or CD's on which the software is furnished will be free from defects in materials and workmanship under normal use; Exchange for properly working disk upon request at no extra charge upon return of faulty disk to Seller.

The Seller does not warrant that the functions and artwork contained in the software will meet your requirements or that the operation of the software will be entirely error free or appear precisely as described in the software documentation.

The Deluxe Real Estate Magazine Publishing Package .................. A non refundable Purchase Amount To be paid in full to seller before the Deluxe Package and all website support is provided to buyer. OPTIONAL Ongoing Real Estate Listings Database Fee Buyer Agrees & understands that a non refundable "Set Up Fee" must be paid in advance for use of the Deluxe Magazine Database hosted by us; followed by recurring payments on a schedule to be arranged. Payments must be paid within 10 days. The license rights granted herein can be terminated by Seller upon 30 days notice for non payment or other reasons outlined in this agreement.

Reasonableness of Restrictions
Buyer has read and understood the provisions of this Agreement. Buyer agrees with the restrictions set forth herein, and agrees that the restrictions are fair, reasonable and legitimately necessary for the protection of the Buyer's interests.

Deluxe Magazine Publishers Package is published as "The Publishing System". Said package outlines what the Buyer gets in exchange for remuneration outlined in this agreement. Buyer accepts terms and Limitations outlined therein.

Computer Hardware and Proprietary Software Programs and Applications are not included in the Deluxe Magazine Publishers Package and buyer agrees that it is the responsibility of the Buyer to buy their own Programs and Applications needed for installation on their own computers. Copyright laws apply as asserted by the Application Owners who reserve the right of copyright on their own products. For complete documentation on the use of any device, program or application, Buyer must rely on documentation supplied by manufacturers.

No Representation of Income
Northern Homes Real Estate Magazine Inc. makes no representation that the Buyer can sell advertising or make money in a business where the Deluxe Magazine Publishers Package is used.

Deluxe Real Estate Magazine Credit Terms and Conditions
Where the Buyer wishes to maintain a billing account and the Seller notifies the Buyer that they are eligible to pay using this method, payment is due within each publication period (normally every 4 weeks) from the date of Publication. Interest shall be applied on all overdue amounts. Interest shall be calculated at a rate of 2% per month, 24% per annum. The Seller may, at its sole discretion, suspend or terminate the Buyer's account. If an account becomes past due the Seller may apply any money otherwise received from the Buyer or any due to the Buyer by the Seller towards bad debt first. Such a right of off set shall be without prejudice and in addition to any other rights the Seller may have.

Confidentiality Agreement
Each party agrees that it shall not disclose to any third party any information concerning the customers, trade secrets, methods, processes or procedures or any other confidential business information of the other party which it learns during the course of its performance of this Agreement, without the prior written consent of such other party. This obligation will survive the cancellation or other termination of this Agreement.

Termination of License Agreement
The license rights granted herein may be terminated by Seller upon immediate notice without the opportunity to cure should any of the following events occur:
(i) If Buyer shall: (A) fail to pay its debts generally as they become due; (C) Buyer shall fail or refuse to perform any other obligation created by this Agreement of Buyer breaches any term or condition of this Agreement or any other agreement between Buyer and Seller or its affiliates; or (iii) Buyer has made any misrepresentations relating to the acquisition of the license granted herein, or Buyer or any of Buyer's shareholders, officers, directors, or managing personnel engages in conduct which reflects unfavorably on the Trademark or upon the operation and reputation of the Seller's business; or (iv) Buyer or any of Buyer's shareholders, officers, directors, or managing personnel is convicted of a felony or any other criminal misconduct.
... In the event of termination of this License for any reason, Buyer shall immediately cease all use of the Trademark and Copyright Material and shall not thereafter use any name, mark or trade name similar thereto. Termination of the license under the provisions of this agreement shall be without prejudice to any rights which Seller may otherwise have against Buyer.

Unilateral Trademark & Copyright License Revocation
In the event that the Seller at any time believes that any part of the Publishers System is being utilized (a.) for unlawful purposes by the Buyer or (b.) in contravention with the terms and provisions herewith, the Seller may immediately discontinue the License without liability to the Seller, and assign it to another qualified candidate.
Compliance with Laws and Regulations Buyer shall, and shall cause its shareholders, officers, directors, and managing personnel to, comply with all laws, rules and government regulations pertaining to its business and shall not violate any laws which would create an adverse effect on the Name.
Relationship of Parties Buyer shall not in any manner or respect be the legal representative or agent of Seller and shall not enter into or create any contracts, agreements, or obligations on the part of Seller, either expressed or implied, nor bind Seller in any manner or respect whatsoever.

Indemnification
Buyer, at its own expense, shall indemnify and hold harmless Seller, its subsidiaries, affiliates or assignees, and their directors, officers, employees and agents from any and all loss, cost, expense, and damages on account of any and all manner of claims, demands, actions, and proceedings that may be initiated against the Buyer including all costs of defense and attorney's fees incurred in defending against same on the grounds that the Magazine or Web Space Content violates any copyright, proprietary right of any person, state and federal regulations, or contains any matter that is libelous or scandalous, or contains any errors or omissions of material value. ln the event any claim or suit is brought against the Seller as a result, the Buyer shall pay for legal counsel chosen by Seller

Entire Agreement
This agreement contains the entire agreement and understanding by and between Seller and Buyer, and no understandings, promises, agreements or representation, written or oral, not herein contained, shall have any force or effect. To be valid or binding, any change or modification of the terms or provisions herein must be in writing and signed by the party to be bound.

Attorney's Fees and Costs
If any legal action is necessary or brought in any court or arbitration proceeding, to enforce or interpret the terms of this agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs, and necessary expenses, in addition to any other relief to which such party may be entitled. this provision shall be construed as applicable to the entire contract.

Consent to Jurisdiction, Venue and Service
Buyer consents and agrees that all legal proceedings relating to the subject matter of this Agreement shall be maintained in courts sitting within the city of Greater Sudbury, Ontario, Canada, and Buyer consents and agrees that jurisdiction and venue for such proceedings shall lie exclusively with such courts.

Benefit and Burden
The agreement shall be binding upon, and shall inure to the benefit of, Seller and Buyer , and their respective heirs, personal and legal representatives, successors and assigns.

Severability
The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions hereof shall not affect the validity and enforceablilty of the other provisions hereof.

Notices
Any notices to be given to either party may be effected either by personal delivery in writing or by mail, registered and certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to Seller and Buyer at addresses specified in this agreement, unless party is notified in writing of a mailing address change for such notices.

No Implied Waiver
Either party's failure to insist in any one or more instances upon strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.

Duration of This Agreement
The term of the license hereby granted shall be effective upon the date of execution of this Agreement or the date of payment and shall continue, unless sooner terminated in accordance with the provisions hereof.

Amendment
This Agreement may be amended only by a writing signed by both parties.

No Legal Advice is Intended in this Package, Only an Opinion
This "Publishing Package" provides the Author's opinions and neither the Publisher (Northern Homes Real Estate Magazine Inc®) nor the author (Len Voycey) intends to render legal, accounting, or other professional advice with this publication.

Confidentiality Survives Termination of this Agreement
At the conclusion or termination of this agreement, the Buyer shall, and hereby agrees to, erase or destroy original or copies of the Deluxe Magazine Package and all related documentation, any portions thereof, or any information generated thereby, whether such be in electronic, magnetic, printed or other form. The Buyer further agrees to take such steps as may be necessary or appropriate to maintain the confidentiality of the Deluxe Magazine Package during such time as the system may be evident on the Publisher's computer equipment or otherwise in the control of the Publisher or its employees, in a manner at least as secure as the Publisher maintains its own most confidential information and data.

Delivery
Within thirty (30) days of the execution of this Agreement and receipt of full payment, Seller shall deliver the Deluxe Publishers Package as set out in this agreement to the Buyer address in this agreement or to such address as requested by the Buyer in writing to the Seller at time of payment.

Remedies
The rights and remedies of Seller set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to it in law or in equity.

Equitable Relief
The Buyer agrees that the Seller shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Agreement, in additon to all other remedies available to the Seller.

Reasonableness of Restrictions
Buyer has read and understood the provisions of this Agreement. Buyer agrees with the restrictions set forth herein, and agrees that the restrictions are fair, reasonable and legitimately necessary for the protection of the Seller's interests, as well as the interests of other Buyers.

Witness
In witness whereof, the parties hereto, intending to be legally bound hereby, and in consideration of the covenants and agreements contained herein, do hereby execute this instrument, with each party warranting their ability to enter into this agreement for the person or entity herein named as a party hereto.

Governing Law
This Agreement shall be governed by and construed under the laws of the Province or State of Buyer Area of operation.

Time
Time shall be of the essence in the performance of this Agreement.