This White-Glove Commercial & Residential Scenting Service Agreement (the "Agreement") is made as of [DATE] (the "Effective Date") between:

Velour & Vellum Fragrances Inc., a corporation incorporated under the laws of Canada (Federal), with its principal place of business in the Province of Ontario ("V&V" or "Service Provider"); and

[CLIENT LEGAL NAME], a [corporation / partnership / individual] organised under the laws of [Province/Jurisdiction] with its principal address at [CLIENT ADDRESS] ("Client").

WHEREAS V&V is in the business of designing, curating, and delivering architectural scenting systems and luxury fragrance programmes for premium residential and commercial environments; and WHEREAS Client desires to engage V&V to provide such services at the premises described in Schedule A; NOW THEREFORE, in consideration of the mutual covenants set out herein and other good and valuable consideration, the parties agree as follows:

In this Agreement: "Equipment" means the cold-air diffusion hardware, HVAC integration modules, fragrance cartridge housings, and ancillary components provided by V&V as detailed in Schedule B. "Cartridge" means the proprietary fragrance oil cartridge designed for use exclusively with V&V Equipment. "Premises" means the property or properties described in Schedule A. "Service Period" means the initial term and any renewal terms as set out in Clause 4. "White-Glove Service" means the full suite of services detailed in Schedule C, including installation, commissioning, scheduled maintenance, and cartridge exchange visits performed by V&V technicians.

V&V agrees to provide the following to Client during the Service Period:

• 2.1 System Design & Consultation: A pre-installation site assessment of the Premises to determine optimal placement, coverage zones, scent intensity parameters, and HVAC integration requirements. V&V will deliver a written System Design Report within [10] business days of the site assessment.
• 2.2 Equipment Provision: Provision of Equipment as specified in Schedule B, on the terms of Clause 3 (Leasing vs. Ownership). Equipment will be configured, programmed, and commissioned by V&V technicians.
• 2.3 Fragrance Curation: Selection or creation of a bespoke scent profile for the Premises, from V&V's curated architectural fragrance catalogue or, for Enterprise accounts, a custom formulation programme (priced separately per Schedule D).
• 2.4 Cartridge Subscription & Exchange: Delivery and exchange of Cartridges on the schedule specified in Schedule C ([30-day / 60-day / 90-day] cycle). Cartridges will be exchanged by V&V technicians on scheduled service visits, or shipped directly to Client for self-installation at Client's election.
• 2.5 Preventive Maintenance: [Quarterly / Bi-annual / Annual] preventive maintenance visits covering: Equipment cleaning, nozzle inspection and replacement, cartridge housing inspection, firmware updates where applicable, and a written service report delivered to Client within 5 business days of each visit.
• 2.6 Emergency Response: V&V will respond to Equipment malfunction reports within [48 hours] during business days. For Platinum-tier accounts, emergency response is within [24 hours] including weekends and holidays. Response may be remote (diagnostic and reset via connected Equipment) or on-site as required.

3.1 Equipment Leasing (Standard): Unless otherwise specified in Schedule B, all Equipment remains the sole property of V&V throughout the Service Period. Client receives a limited, non-transferable right to use the Equipment at the Premises only. Client shall not: (a) move Equipment to a different location without prior written consent from V&V; (b) modify, repair, or service Equipment except through V&V authorised personnel; (c) use any fragrance cartridge in the Equipment other than V&V-supplied Cartridges; (d) pledge, encumber, or grant any security interest in the Equipment.

3.2 Equipment Purchase Option: Client may elect to purchase the Equipment outright at the price specified in Schedule B (the "Purchase Price"). Upon full payment of the Purchase Price, title to the Equipment transfers to Client. Following purchase, Client is responsible for all maintenance costs unless a separate maintenance agreement is executed. The Cartridge Subscription (Clause 3.3) remains mandatory regardless of Equipment ownership status.

3.3 Cartridge Exclusivity Requirement: Client acknowledges that V&V Equipment is designed, calibrated, and warranted for use exclusively with V&V proprietary Cartridges. Use of any third-party fragrance cartridge or oil in the Equipment: (a) immediately voids all warranties; (b) may damage the Equipment, for which Client bears full replacement cost; (c) constitutes a material breach of this Agreement. Client agrees to maintain an active Cartridge Subscription throughout the Service Period or Equipment Lease term, regardless of whether Equipment is leased or purchased.

3.4 Equipment Return — End of Lease: Upon termination or expiry of this Agreement, where Equipment is leased, Client shall provide V&V with reasonable access to the Premises within [10] business days to retrieve the Equipment. Equipment must be in the same condition as delivered, reasonable wear and tear excepted. Client shall be responsible for the cost of repairing any damage to Equipment caused by misuse, modification, or failure to prevent foreseeable damage (e.g., liquid spills, impact damage).

4.1 Initial Term: This Agreement commences on the Effective Date and continues for an initial term of [12 / 24 / 36] months (the "Initial Term"), unless terminated earlier in accordance with Clause 12.

4.2 Automatic Renewal: Following the Initial Term, this Agreement will automatically renew for successive periods of [12 months] each (each a "Renewal Term"), unless either party provides written notice of non-renewal at least [60] days before the end of the then-current term.

4.3 Rate Adjustment on Renewal: V&V reserves the right to adjust the Cartridge Subscription fee and Service Fee at the start of each Renewal Term by no more than the lesser of: (a) 5%; or (b) the Canadian Consumer Price Index (CPI) increase for the immediately preceding 12-month period, as published by Statistics Canada. V&V will provide written notice of any adjustment no later than [30] days before the Renewal Term commences.

5.1 Installation & Onboarding Fee: A one-time installation and onboarding fee of $[AMOUNT] CAD plus applicable HST, invoiced on the Effective Date and due within [14] days. This fee covers site assessment, Equipment delivery and installation, commissioning, and client orientation.

5.2 Monthly Service & Cartridge Subscription Fee: A recurring monthly subscription fee of $[AMOUNT] CAD plus applicable HST, covering: (a) [X] Cartridge(s) per [30 / 60] days as per Schedule C; (b) equipment monitoring and remote diagnostics; (c) scheduled maintenance visits as per Clause 2.5.

5.3 Payment Terms: Monthly subscription fees are payable in advance on the [1st] day of each calendar month, charged automatically to the credit card or pre-authorized debit account on file. Client authorises V&V to automatically charge the payment method on file for all recurring fees. Overdue amounts accrue interest at 1.5% per month (18% per annum) from the due date until paid.

5.4 Taxes: All fees are exclusive of applicable taxes. Client is responsible for payment of all applicable federal and provincial taxes, including HST, on all amounts payable under this Agreement.

5.5 Cartridge Delivery Schedule: V&V will deliver or exchange Cartridges as follows: [30-day cycle: one exchange visit per month; 60-day cycle: one exchange visit every two months; 90-day cycle: quarterly delivery with Client self-installation]. V&V will provide at least [48 hours] advance notice of each scheduled exchange visit. Missed exchange visits caused by Client's failure to provide access will result in a rescheduling fee of $75 CAD.

6.1 Premises Access: Client shall provide V&V technicians with safe, unobstructed access to the Premises for all scheduled and emergency service visits during normal business hours (Monday–Friday, 8:00 AM–6:00 PM) or at such other times as mutually agreed in writing. For commercial Premises, Client shall coordinate building management access requirements and security clearance (if applicable) in advance and notify V&V of any access restrictions in writing no less than [5] business days before a scheduled visit.

6.2 Access Credentials & Security Protocols: Where access credentials (key fobs, access cards, security codes, or building passes) are required, Client shall provide these to V&V's designated technician before the Initial Installation. V&V shall treat all access credentials as strictly confidential, return them immediately upon Agreement termination, and replace them at its own cost if lost or compromised due to V&V negligence. V&V technicians will at all times carry government-issued photo identification and a V&V company identification card, both of which may be requested by Client or building management.

6.3 Suitable Installation Environment: Client represents that the Premises are suitable for the installation and operation of the Equipment, including: (a) stable electrical supply (110–120V AC, 60Hz, standard North American outlet) within [2 metres] of each Equipment installation point; (b) ambient temperature maintained between 10°C and 40°C at all times; (c) no exposure of Equipment to direct water spray, flooding risk, or excessive humidity.

6.4 Prohibited Acts: Client shall not, and shall ensure its employees, contractors, and guests do not: (a) tamper with, relocate, or disassemble any Equipment; (b) use any non-V&V fragrance cartridge in the Equipment; (c) obstruct or block the diffusion nozzle or outlet of any Equipment unit; (d) spray water, cleaning solutions, or any liquid near or directly onto Equipment.

6.5 Notification of Changes: Client shall notify V&V in writing at least [14] days before any planned renovation, HVAC system modification, or relocation of Equipment that may affect the Equipment installation or its performance.

7.1 HVAC Integration Scope: Where this Agreement includes integration of V&V's scenting system with the Premises' existing heating, ventilation, and air-conditioning (HVAC) infrastructure (as specified in Schedule B), the following provisions apply.

7.2 Building Owner & Property Manager Consent: Client represents and warrants that it has obtained all necessary written consents from the building owner, property manager, strata council (if applicable), and any other party with authority over the Premises' HVAC systems, before requesting V&V to proceed with any HVAC-integrated installation. V&V may request evidence of such consent before commencing HVAC integration work. V&V shall not be liable for any claim, cost, or damage arising from Client's failure to obtain required consents.

7.3 HVAC System Compatibility Assessment: V&V will conduct a technical assessment of the Premises' HVAC system before integration to confirm compatibility. If the existing HVAC system is determined to be incompatible or would require modification beyond the scope of V&V's standard installation, V&V will notify Client in writing with a revised scope and pricing. Client may accept the revised scope, request a standalone (non-HVAC-integrated) installation, or terminate this Agreement without penalty within [14] days of receiving such notice.

7.4 HVAC Warranty Non-Interference: V&V's integration methodology is designed to be non-invasive and will not modify, cut into, or permanently alter existing HVAC ductwork. V&V uses clip-on or magnetically-mounted injection nozzle assemblies wherever technically feasible. However, Client acknowledges that V&V cannot guarantee that the integration will not affect any existing HVAC warranty, and Client is solely responsible for verifying this with the HVAC equipment manufacturer or warranty provider before authorising integration work.

7.5 Fragrance Compound Safety in HVAC Systems: V&V warrants that all fragrance compounds used in HVAC-integrated systems are: (a) IFRA (International Fragrance Association) compliant for the intended use category; (b) formulated without respiratory sensitisers at levels exceeding RIFM (Research Institute for Fragrance Materials) safety standards; (c) tested for compatibility with standard commercial HVAC filter media. Safety Data Sheets (SDS) for all fragrance compounds used in the Premises will be provided to Client and, upon request, to building management or occupational health and safety officers.

7.6 HVAC-Related Liability Exclusion: V&V's liability for any claim arising from HVAC integration is limited exclusively to direct damage caused by V&V's own negligent acts or omissions during installation. V&V is not liable for: (a) pre-existing defects in the Premises' HVAC system; (b) damage arising from HVAC system modifications made by third parties after V&V's installation; (c) any claims by building tenants, occupants, or third parties related to fragrance sensitivities, except where caused by V&V's gross negligence in breach of Clause 7.5.

8.1 V&V Proprietary Rights: Client acknowledges that all fragrance formulations, Cartridge technology, Equipment hardware designs, scenting system architecture, and proprietary methodologies used by V&V in performing this Agreement are the exclusive intellectual property of Velour & Vellum Fragrances Inc. Nothing in this Agreement transfers any intellectual property rights to Client.

8.2 Bespoke Scent Formulation: Where V&V creates a bespoke scent formulation for Client (as specified in Schedule D), V&V grants Client a limited, non-exclusive, non-transferable licence to use that scent formulation solely in connection with the Premises and solely via V&V-supplied Cartridges, for the duration of this Agreement. V&V retains full ownership of the formulation. Client may request exclusive rights to the bespoke formulation within a defined geographic territory — such exclusivity, if granted, will be set out in a separate addendum with additional fees.

8.3 Use of Client Brand: Client grants V&V a limited licence to reference Client's name and the nature of the scenting programme in V&V's marketing materials (case study, portfolio) unless Client requests in writing that the relationship be kept confidential, in which case V&V will maintain confidentiality and may only use anonymised references.

9.1 V&V Warranties: V&V warrants that: (a) the Equipment will perform materially in accordance with V&V's published specifications for a period of [12] months from the date of commissioning (the "Equipment Warranty Period"), subject to Clause 9.2; (b) all fragrance compounds used are IFRA-compliant and meet applicable Canadian safety standards; (c) V&V's technicians hold appropriate training and certifications for the installation work performed.

9.2 Warranty Exclusions: The Equipment Warranty does not cover: (a) damage caused by Client's misuse, neglect, or breach of Clause 6.4; (b) use of non-V&V Cartridges; (c) damage caused by events outside V&V's control, including but not limited to power surges, flooding, fire, and acts of God; (d) consumable components (nozzle O-rings, filters) that are replaced as part of regular maintenance.

9.3 Disclaimer: EXCEPT AS EXPRESSLY STATED IN CLAUSE 9.1, V&V MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10.1 Allergen Disclosure Obligation: Client is responsible for informing V&V in writing of any known fragrance sensitivities or allergies among the regular occupants of the Premises before commencing the scenting programme. V&V will take reasonable steps to select fragrance profiles that avoid known allergen compounds. However, V&V cannot guarantee that no occupant will experience any sensitivity reaction, as individual responses to fragrance vary. V&V will provide full ingredient disclosure on request for any fragrance compound used.

10.2 Intensity Adjustment: V&V will set the initial scent intensity at a conservative baseline during commissioning. Client may request adjustments in writing. V&V retains the right to decline any request that would require scent intensity settings that, in V&V's professional judgment, exceed safe and comfortable levels for the documented occupancy of the Premises.

10.3 Regulatory Compliance: Client is responsible for ensuring the use of a scenting system in the Premises complies with all applicable workplace health and safety regulations (including Ontario's Occupational Health and Safety Act where applicable), building codes, strata bylaws, and any applicable public health ordinances. V&V will cooperate fully with any regulatory inquiry and will provide all requested documentation regarding fragrance compound safety.

11.1 Liability Cap: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, V&V's total cumulative liability to Client under or in connection with this Agreement, regardless of the form of action (whether in contract, tort, negligence, strict liability, or otherwise), shall not exceed the total fees paid by Client to V&V in the [12] months immediately preceding the event giving rise to the claim.

11.2 Consequential Damages Exclusion: IN NO EVENT SHALL V&V BE LIABLE TO CLIENT FOR ANY: (a) LOSS OF PROFITS OR REVENUE; (b) LOSS OF BUSINESS OR OPPORTUNITY; (c) LOSS OF REPUTATION OR GOODWILL; (d) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; even if V&V has been advised of the possibility of such damages.

11.3 Insurance Requirement — Client: Client shall maintain comprehensive general liability insurance with limits of not less than $2,000,000 CAD per occurrence during the Service Period, and shall name V&V as an additional insured on such policy. Client shall provide evidence of such insurance to V&V upon request.

11.4 V&V Insurance: V&V shall maintain commercial general liability insurance with limits of not less than $2,000,000 CAD per occurrence and product liability insurance, and shall provide evidence of such insurance to Client upon request.

12.1 Termination for Convenience: Client may terminate this Agreement at any time after the Initial Term with [60] days' written notice. During the Initial Term, Client may only terminate for convenience upon payment of an early termination fee equal to [3] months of the then-current monthly Subscription Fee.

12.2 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party: (a) commits a material breach that remains uncured for [30] days after written notice specifying the breach; (b) becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver, trustee, or administrator appointed; (c) ceases to carry on business.

12.3 Effect of Termination: Upon termination: (a) all outstanding fees become immediately due and payable; (b) V&V will retrieve all leased Equipment within [15] business days; (c) Client's access to the V&V Client Portal (if any) is revoked; (d) any bespoke scent licence (Clause 8.2) terminates immediately; (e) each party shall return or certifiably destroy any confidential information of the other party within [20] business days.

12.4 Survival: Clauses 8 (IP), 9.3 (Disclaimer), 11 (Limitation of Liability), 13 (Confidentiality), 14 (Governing Law), and any accrued payment obligations shall survive termination of this Agreement.

Each party agrees to hold the other's Confidential Information in strict confidence, not to disclose it to any third party (except as required by law or as necessary to perform this Agreement), and to use it only for the purposes of this Agreement. "Confidential Information" means: pricing and commercial terms; fragrance formulations and system configurations; Client's business information and premises layouts; and any information designated as confidential in writing. This obligation survives termination for a period of [3] years.

14.1 Governing Law & Jurisdiction: This Agreement is governed exclusively by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The parties irrevocably submit to the exclusive jurisdiction of the courts of Ontario for the resolution of any dispute arising out of or relating to this Agreement.

14.2 Dispute Resolution: Before commencing any court proceeding, the parties agree to attempt in good faith to resolve any dispute by negotiation between senior representatives. If the dispute is not resolved within [30] days of written notice, either party may submit the dispute to binding arbitration under the Arbitration Act, 1991 (Ontario), conducted in English in the City of Toronto, before a single arbitrator agreed upon by the parties or, failing agreement, appointed by the ADR Institute of Ontario.

14.3 Entire Agreement: This Agreement, together with all Schedules attached hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, and agreements, whether written or oral.

14.4 Amendments: No amendment to this Agreement is effective unless made in writing and signed by authorised representatives of both parties.

14.5 Assignment: Client may not assign this Agreement or any rights hereunder without V&V's prior written consent, not to be unreasonably withheld. V&V may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of V&V's business, with written notice to Client.

14.6 Force Majeure: Neither party is liable for delays or failures in performance resulting from events beyond their reasonable control, including natural disasters, pandemics, government orders, supply chain disruptions, or labour disputes, provided the affected party gives prompt written notice and uses reasonable efforts to resume performance.

14.7 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions continue in full force and effect.

14.8 Notices: All notices under this Agreement must be in writing and delivered by email with read receipt, registered mail, or courier to the addresses specified in Schedule A, and are effective on receipt.