Regulation BEFORE repealed by BC Reg 86/2021, effective March 17, 2021.

Schedule 1

ASSET TRANSFER AGREEMENT

THIS AGREEMENT dated for reference April 1, 2013.

BETWEEN:

HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA, represented by the Minister of Jobs, Tourism and Skills Training and Minister Responsible for Labour

(the "Province")

OF THE FIRST PART

AND:

DESTINATION BC CORP., a body corporate continued under the Destination BC Corp. Act

(the "Corporation")

OF THE SECOND PART

WHEREAS:

A. The Province has agreed to transfer, and the Corporation has agreed to acquire, certain assets and undertakings relating to the operations formerly carried on by the entity known as "Tourism BC".

B. The parties wish to transfer the Assets in accordance with the terms of this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the covenants, agreements, representations, warranties and payments hereinafter contained, the parties hereto covenant and agree as follows:

Article I

DEFINITIONS

1.01 In this Agreement and the Recitals:

"Agreement" means this asset transfer agreement inclusive of all appendices hereto;

"Assets" means:

(a) the furniture, equipment and other chattels listed or described in Appendix 1,

(b) the Assumed Contracts,

(c) the trade-marks listed or described in Appendix 3,

(d) the international trade-marks listed or described in Appendix 4,

(e) the domain names listed or described in Appendix 5,

(f) the copyrights listed or described in Appendix 6,

(g) the common law rights and goodwill in the Province's official marks described in Appendix 7,

(h) the websites and electronic or digital systems described in Appendix 8, and

(i) the other intangible property listed or described in Appendix 9;

"Assumed Contracts" means the agreements listed or described in Appendix 2;

"Closing" means the consummation of the transactions contemplated by this asset transfer agreement upon the Completion Date;

"Completion Date" means April 1, 2013 or such other date as the parties may agree upon in writing;

"Foreign Contract" means an Assumed Contract that is not governed by the laws of the Province of British Columbia;

"Forgotten Assets" means any property that the Province determines, following the Completion Date, that it had intended to transfer to the Corporation as part of the Assets but which it omitted to do as a result of inadvertance;

"Minister" means the Minister of Jobs, Tourism and Skills Training and Minister Responsible for Labour; and

"Transfer Consideration" means the sum of $1.00 and other good and valuable consideration.

Article II

TRANSFER OF ASSETS

2.01 Upon the terms and subject to the conditions of this Agreement, including payment of the Transfer Consideration, the Province agrees to assign and transfer the Assets to the Corporation, and the Corporation agrees to acquire the Assets from the Province.

Article III

PAYMENT OF THE TRANSFER CONSIDERATION

3.01 The Transfer Consideration will be paid by the Corporation to the Province on the Completion Date.

3.02 The Transfer Consideration will be subject to adjustments for such matters as are normally the subject of adjustments in transactions of this nature and all such adjustments will be completed and all adjusting payments made by each party to the other on March 31, 2014.

Article IV

ASSIGNMENT AND ASSUMPTION OF AGREEMENTS

4.01 Subject to sections 4.02 and 4.03, the Province will assign to the Corporation, and the Corporation will assume all obligations of the Province under the Assumed Contracts, in each case to the extent permitted by law and by the terms of the Assumed Contracts.

4.02 The assignment and assumption referred to in section 4.01 will take effect upon Closing without the need for delivery of any further document or instrument, and upon Closing:

(a) the Province will be deemed to have assigned and transferred to the Corporation absolutely and forever all its right, title and interest in and to the Assumed Contracts,

(b) the Corporation will be deemed to have assumed all obligations of the Province under the Assumed Contracts and will thereafter be bound by the terms of the Assumed Contracts in every way as if the Corporation had been a party to the Assumed Contracts in lieu of the Province,

(c) the Corporation will indemnify and save harmless the Province from and against any liability or expense arising from any failure by the Corporation to perform the obligations the Corporation is deemed to have assumed under the Assumed Contracts,

(d) the Province will indemnify and save harmless the Corporation from and against any liability or expense arising from any failure by the Province to perform the obligations the Province under the Assumed Contracts prior to Closing, and

(e) the Province will be deemed to have assigned and transferred to the Corporation absolutely and forever all its world-wide right, title and interest in and to the materials described in Appendix 6, including title and possession of such materials, all literary and artistic works or components embodied therein, and all copyright and other intellectual property rights therein in Canada and throughout the world, the right to file applications for registration of such rights and the assignment and transfer of any accrued causes of action related thereto. To the extent that any author of such materials has waived in favour of the Province any moral rights arising under the Copyright Act (Canada) or any rights to similar effect in any country or at common law in relation to such materials, the Corporation will be deemed to be the successor and assignee of such waivers.

4.03 Notwithstanding anything herein to the contrary, if the assignment or assumption of all or any portion of any rights or obligations under any Foreign Contract will require the consent of any other party thereto or any other third party that has not been obtained prior to the Completion Date, this Agreement will not constitute an agreement to assign, license, sublicense, lease, sublease, convey or otherwise transfer any rights or obligations under any such Foreign Contract if an attempted assignment without any such consent would constitute a breach or violation thereof, unless and until such consent is obtained.

4.04 In order, however, to seek to provide the Corporation the full realization and value of every Foreign Contract of the kind described in section 4.03 as soon as practicable after the Closing, the Province and the Corporation will cooperate, in all commercially reasonable respects,

(a) to obtain any necessary consents to the assignment of such Foreign Contracts, the Province and the Corporation will cooperate, in all commercially reasonable respects, and

(b) to provide to the Corporation the benefits under such Foreign Contracts (with the Corporation being entitled to all the gains and responsible for all losses, taxes and liabilities realized or incurred under the Foreign Contracts from the Completion Date).

4.05 If reasonably requested by the Corporation, the Province will use commercially reasonable efforts to seek to enforce for the benefit of the Corporation and at the Corporation's expense all reasonable claims or rights of the Province arising under the Foreign Contracts of the kind described in section 4.03, and in that event:

(a) the Corporation will indemnify the Province for any and all losses arising in connection with any action by a third party arising from, in connection with or otherwise with respect to actions taken or failed to be taken by the Province consistent with the Corporation's request under this section,

(b) if the Corporation receives the benefits thereunder, the Corporation will perform and comply with, at the Corporation's cost, all of the Province's obligations incurred during such period under such Foreign Contracts as if the Corporation were the Province thereunder, and

(c) immediately after any required consents to assignment are obtained for any such Foreign Contracts, the provisions of section 4.02 will apply to such Foreign Contracts without the need for payment of any further consideration or the taking of any further action.

Article V

TRANSFER OF ASSETS IDENTIFIED AFTER COMPLETION DATE

5.01 If, following the Completion Date, the Province identifies any Forgotten Assets, the Province will promptly give the Corporation a written notice setting out, in reasonable detail, a description of such Forgotten Assets and immediately upon the giving of such written notice all right title and interest of the Province in such Forgotten Assets will vest in and be deemed to be transferred to the Corporation in the same manner, to the same extent and otherwise subject to the same provisions of this Agreement as would have applied had such Forgotten Assets been included as part of the Assets transferred upon Closing.

0.2 Notwithstanding section 5.01, the Corporation will be responsible for payment of any fees or costs associated with the registration, if applicable, of the transfer of any Forgotten Assets.

Article VI

REPRESENTATIONS AND WARRANTIES AND COVENANTS OF THE PROVINCE

6.01 The Province represents and warrants to the Corporation as follows, with the intent that the Corporation will rely thereon in entering into this Agreement and in concluding the transfer and acquisition contemplated herein that:

(a) all necessary proceedings have been taken and done to authorize the execution and delivery of this Agreement, and the transfer of the Assets;

(b) this Agreement has been legally and properly executed by the Province; and

(c) the Province owns and possesses and has a good and marketable title to the Assets free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances or other claims whatsoever, except those described in the Lease.

6.02 The Province will, upon request of the Corporation, request from the Canadian Intellectual Property Office the withdrawal from the register of the official marks listed in Appendix 7.

Article VII

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CORPORATION

7.01 The Corporation represents and warrants to the Province as follows, with the intent that the Province will rely thereon in entering into this Agreement, and in concluding the transfer and acquisition contemplated herein that effective now and on the Completion Date that:

(a) it has all the corporate power, capacity and authority to enter into this agreement and to carry out its obligations contemplated herein, all of which have been duly and validly authorized by all necessary corporate proceedings; and

(b) the execution and delivery of this Agreement and the completion of the transaction contemplated hereby has been duly and validly authorized by all necessary corporate action on the part of the Corporation, and this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms.

7.02 The Corporation acknowledges and agrees that it accepts the Assets in their current condition.

7.03 Transfer Fees
The Corporation will be liable for and will pay all sales taxes, registration charges and transfer fees including without limitation, social services tax, tax under the Excise Tax Act (Canada) and property transfer tax, payable upon and in connection with the assignment and transfer of the Assets by the Province to the Corporation.

Article VIII

8.01 Documents to be Delivered by the Province
On the Completion Date the Province will deliver or cause to be delivered to the Corporation:

(a) a bill of sale in form appropriate to effectively vest in the Corporation a good and marketable title to the furniture, equipment, program materials and other chattels described in Appendix 1;

(b) an assignment agreement assigning the Province's interest in certain trade-marks and official marks;

(c) one or more "International Trade-mark Registration Assignment Agreements" together with ancillary and supporting documents in relation thereto for the purpose of assigning the international trade-marks described in Appendix 4;

(d) possession of the Assets described in Appendix 1;

8.02 On the Completion Date all right, title and interest in the domain names described in Appendix 5 will vest in the Corporation together with the right to request changes in the respective registries to reflect the change in ownership of those domain names.

8.03 Documents to be Delivered by the Corporation
On the Completion Date the Corporation will deliver or cause to be delivered to the Province:

(a) the Transfer Consideration; and

(b) such other documents as the Province's solicitors may reasonably require to give effect to the transactions described herein.

Article IX

MISCELLANEOUS

9.01 Time of Essence
Time will be of the essence of this Agreement.

9.02 Risk
The Assets will be at the risk of the Province up to 2:00 p.m. on the Completion Date.

9.03 Notices
Any notice, document or communication required or permitted to be given hereunder will be in writing and will be deemed to have been duly given if delivered by hand addressed to the party to which it is to be given as follows:

To the Province:

Chief Financial Officer
Ministry of Jobs, Tourism and Skills Training and Minister Responsible for Labour
6th Floor - 800 Johnson Street
Victoria, BC
V8W 9T2

To the Corporation:

Chief Executive Officer
12th Floor - 510 Burrard Street
Vancouver, BC
V6C 3A8

9.04 Assignment
The Corporation will not assign, either directly or indirectly, this Agreement or any of its rights under this Agreement without the prior written consent of the Province.

9.05 Successors and Assigns
This Agreement will endure to the benefit of and be binding upon the parties and their respective successors and assigns.

9.06 No Merger
The parties acknowledge and agree that the warranties, representations and agreements under sections 5.01, 6.01, and 6.02 will not be subject to merger but will survive the completion of the exchange of documents on the Completion Date.

Article X

INTERPRETATION

10.01 Statutes
A reference to a statute in this Agreement means a statute of the Province of British Columbia unless otherwise stated and includes every amendment to it, every regulation made under it and any enactment passed in substitution therefor or in replacement thereof.

10.02 References
Unless the context otherwise requires, any reference in this Agreement to any section or subsection by number is a reference to the appropriate section or subsection in this Agreement.

10.03 Exercise of Power
Wherever in this Agreement any option or discretion is conferred upon the Province or the Province is authorized or empowered to do, perform or consent to any act, matter or thing, such option or discretion may be exercised or such act, matter or thing may be done, performed or consented to on behalf of the Province by the Minister so to exercise such option or discretion or do, perform or consent to such act, matter or thing.

10.04 Headings
The headings or captions in this Agreement are inserted for convenience only and do not form a part of this Agreement and in no way define, limit, alter or enlarge the scope or meaning of any provision of this Agreement.

10.05 Gender
Wherever the singular or masculine is used in this Agreement it will be construed as the plural or feminine or neuter, as the case may be, and vice versa where the context or the parties so require.

10.06 Appendices
Each Appendix attached to this Agreement is an integral part of this Agreement as if set out at length in the body of this Agreement.

10.07 Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and there are no representations or warranties, express or implied, statutory or otherwise and no agreements collateral to this Agreement than as expressly set forth or referred to in this Agreement.

10.08 No Other Agreements
This Agreement supersedes and replaces any agreements or undertakings regarding the subject matter of this Agreement entered into, made or given by the parties prior to the date this Agreement comes into force and effect.

10.09 Further Acts and Assurances
Each of the parties will, upon the reasonable request of the other, make, do, execute or cause to be made, done or executed all further and other lawful acts, deeds, things, devices, documents, instruments and assurances whatever for the better or more perfect and absolute performance of the terms and conditions of this Agreement.

10.10 Severability
If any provision of this Agreement or the application thereof to any person or circumstance is invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to any other person or circumstance will not be affected or impaired thereby and will be valid and enforceable to the extent permitted by law.

10.11 Amendments in Writing
This Agreement may not be amended except by agreement in writing between the parties.

10.12 Currency All dollar amounts expressed in this Agreement refer to lawful currency of Canada.

10.13 No Waiver
No waiver by either party of a breach or default by the other party in the observance, performance or compliance of any of its obligations under this Agreement will be effective unless it is in writing and no such waiver will be deemed or construed to be a waiver of any other breach or default and failure or delay on the part of either party to complain of an act or failure of the other party or to declare such other party in default, irrespective of how long such failure or delay continues, will not constitute a waiver by such party of any of its rights against the other party.

10.14 Governing Law
This Agreement will be governed by and construed and interpreted in accordance with the laws of the Province of British Columbia.

IN WITNESS WHEREOF the parties have executed this Agreement on the day and year first above written.

HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA

Per: _________________________________
  Authorized Signatory
  Minister of Jobs, Tourism and Skills Training
  and Minister Responsible for Labour

DESTINATION BC CORP.

Per: _________________________________
  Authorized Signatory

Appendix 1

The furniture, equipment and other chattels are as follows:

Furniture and Equipment — BC Locations

Furniture and equipment for the following locations in BC including items such as workstations (desks, tables, chairs, filing cabinets, credenzas, book cases, etc), board room tables and chairs and other accessories, reception area furniture, kitchen facilities, etc. but not including those assets owned and/or managed by Shared Services BC (e.g., computers, printers, multi function devices, fax machines, etc) or those owned by the operations contractors (e.g., computers, workstations, and other equipment at the visitor centres and kiosks):

A. Offices

1. All furniture and equipment located at the offices occupied by Tourism Division staff in 510 Burrard Street, Vancouver, BC.

2. All furniture and equipment located at the offices occupied by Tourism Division staff in 1803 Douglas Street, Victoria, BC and including that located in common areas such as boardrooms, mailrooms, file rooms, and lobbies; this includes furniture and equipment that transferred in from Tourism BC April 1, 2010 and purchases made by Tourism Division since then and up to March 31, 2013).

B. British Columbia Visitor Centres (BCVC)

1. All furniture and equipment located in the BCVCat SE Corner Highway 5 and 97C Exit 286, Merritt, BC.

2. All furniture and equipment located in the BCVCs (International and National locations) at Vancouver International Airport, Richmond, BC, except for the equipment at Vancouver International Airport that is owned by the Vancouver Airport Authority.

3. All furniture and equipment located in the BCVC at 111 Golden Donald Upper Road, Golden, BC, and specifically including the inventory at this location.

4. All furniture and equipment located in the BCVC at 9912 Highway 3, Osoyoos, BC other than that owned by Destination Osoyoos (i.e., radio room equipment).

5. All furniture and equipment located in the BCVC at 298 Hwy 99, Surrey, BC (Peace Arch).

6. All furniture and equipment located in the BCVC at Highway 16, Box 579, Valemount, BC (Mt. Robson) other than that owned by BC Parks.

C. Kiosks

1. Kiosk and all furniture and equipment contained within the Kiosk at Golden, BC.

2. Kiosk and all furniture and equipment contained within the Kiosk at Osoyoos, BC.

D. Distribution Centre

1. All furniture and equipment located at 1525 Broadway Street, Port Coquitlam, BC and including specifically the fork lift, power jacks, storage racks and other warehouse fittings.

Furniture and Equipment — International Locations

1. UK Location — all furniture and equipment, including computers, printers, multi function devices, fax machines, etc, located at the office at Suite 1 (South East) 6th Floor, 1 Great Cumberland Place, London, UK, relating to the 3 Tourism Division staff and tourism operations; and including a share of common area assets, the disposition of which will be negotiated between the Province and the Corporation in accordance with the MOU between Ministry of Jobs, Tourism and Skills Training, Tourism Division and Ministry of Job, Tourism and Skills Training, International Trade and Investment Attraction Division, in the event these assets are disposed of or in the event that either party relocates.

2. Japan Location — all furniture and equipment, including computers, printers, multi function devices, fax machines, etc, located at the office at 2nd Floor, Nishimura Building, Yotsuya 1-5-6, Japan.

Appendix 2

The Agreements are as follows:

1. VARIOUS MISCELLANEOUS CONTRACTS

2. WORLDHOST LICENSE AGREEMENTS

(a) Community Delivery Organization

(b) Corporate Licenses

(c) Post-Secondary Institutions

(d) Private Training Companies

d. International/Out of Province

3. SKI PROMOTIONAL AGREEMENTS

4. COMMUNITY VISITOR CENTRE NETWORK PROGRAM MEMBERSHIP AGREEMENTS

5. COMMUNITY VISITOR CENTRE NETWORK OPERATIONS AGREEMENTS

6. INDUSTRY MARKETING PROGRAMS — TERMS AND CONDITIONS

All Industry Marketing Program Agreements, the form of which is attached as Schedule 1, entered into with persons submitting information or images and otherwise using ToursimBC.net, a list of whom will be provided separately by the Province to the Corporation by May 1, 2013.

7. CONTRACTS REQUIRING CONSENT TO ASSIGNMENT

(a) Systems and BC Visitor Centre Related Contracts

(b) Reservation Program Agreements

All Reservation Program Agreements entered into by the Province with suppliers for the purpose of providing information and/or reservations in the Product Services Reservation Program (the forms of which are attached as Schedule 2) will be assigned in accordance with the Asset Transfer Agreement. A list of suppliers who have entered into Reservation Program Agreements will be provided separately by the Province to the Corporation by May 1, 2013.

Schedule 1

FORM OF INDUSTRY MARKETING PROGRAM AGREEMENTS

Schedule 2

FORM OF RESERVATION PROGRAM AGREEMENTS

Reservation Program Agreement - Accommodation

Date: ___________________________________________________________________

Legal Name of Supplier: ___________________________________________________

Doing Business As: _______________________________________________________

Address: ________________________________________________________________

This executed letter of agreement will serve to confirm that the Ministry of Jobs, Tourism and Skills Training, made up of Tourism BC and the Product Services department agree to represent the above Supplier for the purpose of providing information and/or reservations subject to the following terms and conditions:

Purpose:

Product Services, formerly known as Super, Natural British Columbia (SNBC), is an integrated reservation and information program that provides opportunity for reservations to be made on behalf of the Supplier. Through the use of the Product Services Reservation Program, your Property(s) will be represented through a number of sales channels including; Visitor Centres (VC's), and online with HelloBC.com ("the Website").

1. Accountabilities

A. Product Services agrees to:

1.1 Create the Company in the Reservations Program database, based on details provided in the HelloBC Listing Program.;

1.2 Assist the Supplier with maintaining the Reservation Program as it relates to their Property information, rates, rules and inventory.;

1.3 Provide Property information to visitors at VC's ("Visitors") and to on-line users accessing via the Internet ("Users"). Through the VC's, the counsellors will qualify the requirements of each Visitor and suggest to them the Property that best suits their needs. They will offer suggestions based on a rotation basis determined by the reservation system. It is the counsellor's discretion to provide the Visitor with reasonable alternatives based on what is available.;

1.4 Through the Website, the search criteria entered will deem what is appropriate and it is the sole discretion of the User to select the Property that best suits their needs.;

1.5 Process reservations as requested or agreed to but only after providing check-sum verification (number of digits matches brand & expiry date is appropriate), but not integrity verification (funds available, card stolen etc) on the credit card.;

1.6 Forward an email(s) or fax, based on the Suppliers preference, notifying them of a reservation being made through the Reservation Program. The notification will be sent immediately after a reservation is completed.;

1.7 Inform Visitors / Users who reserve of the Suppliers payment and cancellation policy information, if any, as provided by the Supplier.;

1.8 Send the Supplier a monthly invoice for commissions as calculated in accordance with Section 2.;

1.9 Provide the Supplier with access to reports, via the extranet, to assist them in managing their Property(s).

B. The Supplier agrees to:

1.10 Ensure the Property is approved and enrolled in the current year's HelloBC Listing Program in order to participate in the Reservation Program.;

1.11 Obtain and maintain throughout the term of this Agreement, all applicable licenses necessary to do business in British Columbia. If the Supplier is a management company, will advise Product Services of any deficiencies in the owner's permits and licenses.;

1.12. Notify Product Services immediately of any changes in license or ownership.;

1.13. Through the extranet, be responsible for loading and updating Property Information, to allow the sales channels to provide current information to Visitors / Users and process reservations appropriately. If this Property information changes in any way, the Supplier must update this information. Any questions on the site may be directed to Product Services at - email; productservices@gov.bc.ca or phone; 1-800-822-7899.;

1.14. Through the extranet, provide inventory and rates on the system for 12 months in advance. In addition, property information must be kept current, including but not limited to, unit amenities, photos and policies.;

1.15. Through the extranet, update Property inventory when units are unavailable due to sold out status ("Close-Outs").;

1.16 The rates offered will be competitive with those being offered through other reservation providers and overall provide fair market value.;

1.17. Through the extranet, acknowledge all new, modified and cancelled reservations.;

1.18. Honour all reservations made by or through the Reservation Program at the rates and conditions for the Property in effect with Product Services at the time the reservation was made.;

1.19. Be solely responsible for any over-booking resulting through no fault of Product Services, and provide within 24 hours, or in the case of same day arrival immediately, find similar, alternative, room in Suppliers own Property or in another Tourism BC approved accommodation for Guest and promptly advise Product Services of the details of such change. Should additional charges be incurred as a result of the over-booking, Supplier will be responsible for payment of such charges.;

1.20. Be solely responsible for verifying credit card information provided by the customer, processing all payments, and negotiating directly with the credit card company if the user does not pay for a reservation whether as a result of cancellation or otherwise.;

1.21. Pay the Product Services commission, as stated in the Fees Section 2.;

1.22. Be deemed to have verified and accepted Tourism BC's monthly invoice issued in respect of the Property unless reservations have been directly reconciled with changes, cancellations and no-shows identified via the extranet. Reservations must be reconciled and the Ministry is to receive payment for the reconciled amount within 30 days of receipt of such invoice by the Supplier.;

2. Commission Rates

2.1 The Supplier agrees to pay a one time subscription fee of $100.00, plus tax, payable to the Minister of Finance, in advance of the date of this agreement. Your Property will be activated in the system once this fee, along with a signed copy of the Product Sales Reservation Program Agreement, is received.;

2.2 The Supplier agrees to pay the following commission rates on each reservation, upgrade, rescheduling, extension, change and/or cancellation that they receive payment for as follows;

• 10% commission for all reservations made through our Websites (www.hellobc.com); and

• 15% commission for all reservations made through Visitor Centres (VC's).

2.3 These commission rates will apply even if:

• the Supplier changes Guest's rate to a non-commissionable rate at the time of Guest's arrival as Product Services will have sent the Supplier business that it might not have otherwise had.; or

• Guest does not show up for the reservation made and the Supplier charges the Guest according to its cancellation policies.

2.4. The commission rates will be calculated on:

• The updated total if a Guest changes a reservation by extending their stay; or

• The Guest decides to upgrade their room; or

• The Guest decides to re-schedule their stay.

3. Suspension

3.1. Product Services shall have the right to immediately suspend the operation of this Agreement for such period as Product Services considers advisable if:

• any amount due to Tourism BC remains overdue for more than 30 days from the required payment date;

• Tourism BC withdraws or withholds approval of any accommodation forming part of the Property;

• the Supplier fails to provide accurate close out information which results in relocations 3 or more times in a 180 day period;

3.2. Once the Supplier has cured the defaults listed above to the satisfaction of Tourism BC, Product Services may reinstate the operation of this Agreement.;

4. General Terms

4.1. This Agreement shall have an initial term commencing at time of signing and will continue until either party cancels this Agreement. The Agreement may be cancelled at any time by giving the other not less than 30 days prior notice in writing of the effective date of such cancellation. The rights and obligations of the parties under this Agreement for matters arising prior to the effective date of cancellation shall continue after cancellation until fulfilled or discharged.;

4.2. Product Services will use reasonable commercial efforts to maintain and operate the reservation system during the term of this Agreement. However, if Product Services ceases to operate any of the services referred to herein, either partially or totally, temporarily or permanently, and whether through the fault of Product Services or the reservation system or otherwise, neither Product Services nor any other person or entity associated with Product Services shall be liable for any direct, indirect or consequential damages or losses whatsoever (including loss of business, income or profits) suffered at any time by the Supplier or the Property as a result.;

4.3. Product Services shall have the right to immediately suspend the provision of any services for such period as Product Services considers advisable as described in Section 3.0.;

4.4. Each party shall indemnify and save harmless the other from and against any and all claims, demands, suits, actions, causes of action, expenses, costs (including legal costs), damages and liabilities caused by its negligence, wilful misconduct or reach of its obligations under this Agreement.;

4.5. If the Supplier is a management company or other representative of the owner of the Property, the Supplier warrants and agrees it is entitled to enter into this Agreement, and that the Supplier will be bound by this Agreement for its own account. The Supplier agrees to give prior written notice of this Agreement to the present and any subsequent owner of the Property and to any subsequent Supplier or manager of the Property.;

4.6. This Agreement may not be assigned without the prior written consent of the other party.;

4.7. Product Services and the Supplier are independent contractors, neither party has any express or implied right or authority to assume or create any obligations on behalf of the other or bind the other to any contract, agreement or undertaking with any third party.;

4.8 All previous agreements between Product Services and the Supplier with respect to the subject matter of this Agreement are cancelled. There are no terms, conditions or representations with respect to the subject matter of this Agreement except as contained in this Agreement. This is the entire Agreement between the parties on the subject matter hereof.;

5. Security and Privacy Guidelines

The Supplier agrees to abide by applicable privacy legislation with respect to the collection, use, security or disclosure of personal information relating to the Reservation Program. This would include any personal information received by the Supplier via e-mail or fax (refer to point 1.6) and information accessed through the Reservation system. Please review and complete Appendix A — Privacy Protection Schedule

This agreement is made as of the ____________ day of _________________ 20__.

Supplier: ______________________________________

Authorized Signature:____________________________________________

Print Name:______ ______________________________________________

Title: _________________________________________________________

Reservation Provider: Ministry of Job, Tourism and Skills Training, Tourism BC, Product Services

Authorized Signature:____________________________________________

Print Name: Ruth Vallance

Title: Manager, Product Services

Appendix A — Privacy Protection Schedule

This Schedule forms part of the agreement between ________________________________ (the "Public Body") and ______________________________________________________ (the "Contractor") respecting __________________________________________________ (the "Agreement").

Definitions

1. In this Schedule,

(a) "access" means disclosure by the provision of access;

(b) "Act" means the Freedom of Information and Protection of Privacy Act (British Columbia), as amended from time to time;

(c) "contact information" means information to enable an individual at a place of business to be contacted and includes the name, position name or title, business telephone number, business address, business email or business fax number of the individual;

(d) "personal information" means recorded information about an identifiable individual, other than contact information, collected or created by the Contractor as a result of the Agreement or any previous agreement between the Public Body and the Contractor dealing with the same subject matter as the Agreement but excluding any such information that, if this Schedule did not apply to it, would not be under the "control of a public body" within the meaning of the Act.

Purpose

2. The purpose of this Schedule is to:

(a) enable the Public Body to comply with its statutory obligations under the Act with respect to personal information; and

(b) ensure that, as a service provider, the Contractor is aware of and complies with its statutory obligations under the Act with respect to personal information.

Collection of personal information

3. Unless the Agreement otherwise specifies or the Public Body otherwise directs in writing, the Contractor may only collect or create personal information that is necessary for the performance of the Contractor's obligations, or the exercise of the Contractor's rights, under the Agreement.

4. Unless the Agreement otherwise specifies or the Public Body otherwise directs in writing, the Contractor must collect personal information directly from the individual the information is about.

5. Unless the Agreement otherwise specifies or the Public Body otherwise directs in writing, the Contractor must tell an individual from whom the Contractor collects personal information:

(a) the purpose for collecting it;

(b) the legal authority for collecting it; and

(c) the title, business address and business telephone number of the person designated by the Public Body to answer questions about the Contractor's collection of personal information.

Accuracy of personal information

6. The Contractor must make every reasonable effort to ensure the accuracy and completeness of any personal information to be used by the Contractor or the Public Body to make a decision that directly affects the individual the information is about.

Requests for access to personal information

7. If the Contractor receives a request for access to personal information from a person other than the Public Body, the Contractor must promptly advise the person to make the request to the Public Body unless the Agreement expressly requires the Contractor to provide such access and, if the Public Body has advised the Contractor of the name or title and contact information of an official of the Public Body to whom such requests are to be made, the Contractor must also promptly provide that official's name or title and contact information to the person making the request.

Correction of personal information

8. Within 5 business days of receiving a written direction from the Public Body to correct or annotate any personal information, the Contractor must annotate or correct the information in accordance with the direction.

9. When issuing a written direction under section 8, the Public Body must advise the Contractor of the date the correction request to which the direction relates was received by the Public Body in order that the Contractor may comply with section 10.

10. Within 5 business days of correcting or annotating any personal information under section 8, the Contractor must provide the corrected or annotated information to any party to whom, within one year prior to the date the correction request was made to the Public Body, the Contractor disclosed the information being corrected or annotated.

11. If the Contractor receives a request for correction of personal information from a person other than the Public Body, the Contractor must promptly advise the person to make the request to the Public Body and, if the Public Body has advised the Contractor of the name or title and contact information of an official of the Public Body to whom such requests are to be made, the Contractor must also promptly provide that official's name or title and contact information to the person making the request.

Protection of personal information

12. The Contractor must protect personal information by making reasonable security arrangements against such risks as unauthorized access, collection, use, disclosure or disposal, including any expressly set out in the Agreement.

Storage and access to personal information

13. Unless the Public Body otherwise directs in writing, the Contractor must not store personal information outside Canada or permit access to personal information from outside Canada.

Retention of personal information

14. Unless the Agreement otherwise specifies, the Contractor must retain personal information until directed by the Public Body in writing to dispose of it or deliver it as specified in the direction.

Use of personal information

15. Unless the Public Body otherwise directs in writing, the Contractor may only use personal information if that use is for the performance of the Contractor's obligations, or the exercise of the Contractor's rights, under the Agreement.

Disclosure of personal information

16. Unless the Public Body otherwise directs in writing, the Contractor may only disclose personal information inside Canada to any person other than the Public Body if the disclosure is for the performance of the Contractor's obligations, or the exercise of the Contractor's rights, under the Agreement.

17. Unless the Agreement otherwise specifies or the Public Body otherwise directs in writing, the Contractor must not disclose personal information outside Canada.

Notice of foreign demands for disclosure

18. In addition to any obligation the Contractor may have to provide the notification contemplated by section 30.2 of the Act, if in relation to personal information in its custody or under its control the Contractor:

(a) receives a foreign demand for disclosure;

(b) receives a request to disclose, produce or provide access that the Contractor knows or has reason to suspect is for the purpose of responding to a foreign demand for disclosure; or

(c) has reason to suspect that an unauthorized disclosure of personal information has occurred in response to a foreign demand for disclosure

the Contractor must immediately notify the Public Body and, in so doing, provide the information described in section 30.2 (3) of the Act. In this section, the phrases "foreign demand for disclosure" and "unauthorized disclosure of personal information" will bear the same meanings as in section 30.2 of the Act.

Notice of unauthorized disclosure

19. In addition to any obligation the Contractor may have to provide the notification contemplated by section 30.5 of the Act, if the Contractor knows that there has been an unauthorized disclosure of personal information in its custody or under its control, the Contractor must immediately notify the Public Body. In this section, the phrase "unauthorized disclosure of personal information" will bear the same meaning as in section 30.5 of the Act.

Inspection of personal information

20. In addition to any other rights of inspection the Public Body may have under the Agreement or under statute, the Public Body may, at any reasonable time and on reasonable notice to the Contractor, enter on the Contractor's premises to inspect any personal information in the possession of the Contractor or any of the Contractor's information management policies or practices relevant to its management of personal information or its compliance with this Schedule and the Contractor must permit, and provide reasonable assistance to, any such inspection.

Compliance with the Act and directions

21. The Contractor must in relation to personal information comply with:

(a) the requirements of the Act applicable to the Contractor as a service provider, including any applicable order of the commissioner under the Act; and

(b) any direction given by the Public Body under this Schedule.

22. The Contractor acknowledges that it is familiar with the requirements of the Act governing personal information that are applicable to it as a service provider.

Notice of non-compliance

23. If for any reason the Contractor does not comply, or anticipates that it will be unable to comply, with a provision in this Schedule in any respect, the Contractor must promptly notify the Public Body of the particulars of the non-compliance or anticipated non-compliance and what steps it proposes to take to address, or prevent recurrence of, the non-compliance or anticipated non-compliance.

Termination of Agreement

24. In addition to any other rights of termination which the Public Body may have under the Agreement or otherwise at law, the Public Body may, subject to any provisions in the Agreement establishing mandatory cure periods for defaults by the Contractor, terminate the Agreement by giving written notice of such termination to the Contractor, upon any failure of the Contractor to comply with this Schedule in a material respect.

Interpretation

25. In this Schedule, references to sections by number are to sections of this Schedule unless otherwise specified in this Schedule.

26. Any reference to the "Contractor" in this Schedule includes any subcontractor or agent retained by the Contractor to perform obligations under the Agreement and the Contractor must ensure that any such subcontractors and agents comply with this Schedule.

27. The obligations of the Contractor in this Schedule will survive the termination of the Agreement.

28. If a provision of the Agreement (including any direction given by the Public Body under this Schedule) conflicts with a requirement of the Act or an applicable order of the commissioner under the Act, the conflicting provision of the Agreement (or direction) will be inoperative to the extent of the conflict.

29. The Contractor must comply with the provisions of this Schedule despite any conflicting provision of this Agreement or, subject to section 30, the law of any jurisdiction outside Canada.

30. Nothing in this Schedule requires the Contractor to contravene the law of any jurisdiction

www.hellobc.com Product Services (b) 1-800-822-7899 (e) productservices@gov.bc.ca

Reservation Program Agreement - Products

Date: __________________________________________________________________

Legal Name of Supplier: ___________________________________________________

Doing Business As: _______________________________________________________

Address: ________________________________________________________________

This executed letter of agreement will serve to confirm that HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH COLUMBIA, as represented by the Minister of Jobs, Tourism and Skills Training, Tourism BC, Product Services (the "Province" or "Ministry" or "Tourism BC"), have agreed to represent the above Supplier for the purpose of providing information and/or reservations subject to the following terms and conditions:

Purpose:

The Product Services Reservation Program is an integrated reservation and information program that provides opportunity for reservations to be made on behalf of the supplier. Through the use of this program, your Product(s) will be represented through a number of sales channels including; Visitor Centres (VC's), and online with HelloBC.com ("the Website").

1. Accountabilities

A. Product Services agrees to:

1.1 Create the Company in the Reservations Program database, based on details provided in the HelloBC Listing Program.

1.2 Assist the Supplier with maintaining the Reservation Program as it relates to their product information, rates, rules and inventory.

1.3 Provide product information to visitors at VC's ("Visitors") and to on-line users accessing the information via the internet ("Users"). The counsellor at the VC's will qualify the requirements of each Visitor and suggest to them the product that best suits their needs. They will offer suggestions based on a rotation basis determined by the reservation system. It is the counsellor's discretion to provide the Visitor with reasonable alternatives based on what is available.

1.4 Through the Website, the search criteria entered will deem what is appropriate and it is the sole discretion of the User to select the product that best suits their needs.

1.5 Process reservations on behalf of the Supplier, as requested or agreed to, by receiving and processing payment directly from the Customer.

1.6 Forward an email(s) or fax, based on Suppliers preference, notifying them of a reservation that was made through the Reservation Program. The notification will be sent immediately after a reservation is completed.

1.7 Inform Visitors / Users who reserve a product of the payment policy and cancellation policy set out under the Reservation Program — "non-refundable, non-changeable and non-endorsable";

1.8 Reservations made for those Suppliers who deem a voucher is necessary, the system will provide this and may be used by a customer as evidence of payment for the service. Note: Suppliers are able to view all arrivals, within the week, on the homepage of the extranet.

1.9 Tourism BC will transfer product fees, including taxes payable, less commission earned by Tourism BC, to the Suppliers bank account on a bi-monthly basis via EFT.

1.10 All payments to the Supplier will be calculated and payable in Canadian currency.

B. The Supplier agrees to:

1.11 Ensure the Supplier is enrolled in the current year's HelloBC Listing Program in order to be able to participate in the Reservation Program.

1.12 Obtain and maintain throughout the term of this Agreement, all applicable licenses necessary to do business in British Columbia. If the Supplier is a management company, to advise Product Services of any deficiencies in the owner's permits and licenses.

1.13 Notify Product Services immediately of any changes in license or ownership;

1.14 Through the extranet, be responsible for loading and updating product information, to allow the sales channels to be able to provide current information to Visitors / Users and process reservations appropriately. If the product information changes in any way, the Supplier must update this information. Any questions on the site may be directed to Product Services at - email; productservices@gov.bc.ca or phone; 1-800-822-7899;

1.15 Through the extranet, provide inventory and rates on the system for 12 months in advance. In addition, product information must be kept current, including but not limited to, amenities, photos and policies.

1.16 Through the extranet, update product inventory when units are unavailable due to sold out status ("Close-Outs").

1.17 The rates offered will be competitive with those being offered through other reservation providers and are overall provide fair market value.

1.18. Through the extranet, acknowledge all new, modified and cancelled reservations;

1.19. Honour all reservations made by or through the Reservation Program at the rates and conditions for the product in effect with Product Services at the time the reservation was made.

1.20. Be solely responsible for any over-booking resulting through no fault of Product Services, and provide within 24 hours, or in the case of same day arrival immediately, find similar alternative property or provide a refund. Should additional charges be incurred as a result of the over-booking, Supplier will be responsible for payment of such charges as well Tourism BC's commission for selling the product will be protected.;

1.21. Provide Tourism BC with a commission ("the commission") as stated in the Fees section 2.2, for all offered products.

1.22 Any credit card charge-backs will be the responsibility of the Supplier and in such event Tourism BC will be entitled to issue a debit note to the Supplier in respect of the subject of Payment to the Supplier and all applicable taxes and charges. All such debit notes shall be payable by the Supplier to Tourism BC upon receipt of such invoice by the Supplier.

2. Fees

2.1 The Supplier agrees to pay a one time subscription fee of $100.00, plus tax, payable to Minister of Finance in advance of the date of this agreement. Your Company will be activated in the system once this fee, along with a signed copy of the Product Services Reservation Program Agreement, is received.

2.2 The Supplier agrees to pay Tourism BC 12% commission, plus applicable taxes, for all reservations made on behalf of the Product. This commission will apply even if;

• The Supplier changes the Consumer's rate to a non-commissionable rate at the time of their arrival as Tourism BC will have sent the Supplier business that it might not have otherwise had;

• The Consumer does not show up for the reservation made, as Tourism BC has already processed the consumers credit card and the reservation is 100% non-refundable.; or

• The Supplier is not able to accommodate the Consumer and needs to re-book or refund them.

3. Suspension

3.1. Product Services shall have the right to immediately suspend the operation of this Agreement for such period as Product Services considers advisable if:

• Any debit note amounts due to Tourism BC remains overdue for more than 30 days from the required payment date;

• Tourism BC withdraws or withholds approval of any accommodation forming part of the Product;

• The Supplier fails to provide accurate inventory information which results in over-bookings of 3 or more times in a 180 day period;

3.2. Once the Supplier has cured the defaults listed above to the satisfaction of Tourism BC, Product Services may reinstate the operation of this Agreement.

4. General Terms

4.1. The Supplier acknowledges that it has in place Comprehensive General Liability Insurance, with limits of not less than two million dollars, inclusive per occurrence for product liability, bodily injury, death and damage to property, including loss of use thereof, and all risk coverage insurance on equipment and leasehold insurance. Such insurance will name Ministry of Jobs, Tourism and Skills Training as an additional insured. All policies shall contain an endorsement that the coverage provided by the policy will not be changed or amended in any way nor cancelled until at least thirty (30) days after written notice of such change of cancellation has been given to all names insured's. The Supplier will provide Product Services with a certificate of insurance complying with the above requirements. Alternatively, the Supplier will provide Product Services with documentation identifying the Supplier is self-insured.

4.2. This Agreement shall have an initial term commencing at time of signing and will continue until either party cancels this Agreement. The Agreement may be cancelled at any time by giving the other not less than 30 days prior notice in writing of the effective date of such cancellation. The rights and obligations of the parties under this Agreement for matters arising prior to the effective date of cancellation shall continue after cancellation until fulfilled or discharged.

4.3. Product Services will use reasonable commercial efforts to maintain and operate the reservation system during the term of this Agreement. However, if Product Services ceases to operate any of the services referred to herein, either partially or totally, temporarily or permanently, and whether through the fault of Product Services or the reservation system or otherwise, neither Product Services nor any other person or entity associated with Product Services shall be liable for any direct, indirect or consequential damages or losses whatsoever (including loss of business, income or profits) suffered at any time by the Supplier or the Product as a result.

4.4. Product Services shall have the right to immediately suspend the provision of any service for such period as Product Services considers advisable as described in Section 3.0.

4.5. Each party shall indemnify and save harmless the other from and against any and all claims, demands, suits, actions, causes of action, expenses, costs (including legal costs), damages and liabilities caused by its negligence, wilful misconduct or breach of its obligations under this Agreement

4.6. If the Supplier is a management company or other representative of the owner of the Company, the Supplier warrants and agrees it is entitled to enter into this Agreement, and that the Supplier will be bound by this Agreement for its own account. The Supplier agrees to give prior written notice of this Agreement to the present and any subsequent owner of the Property and/or to any subsequent Supplier or manager of the Product.

4.7. This Agreement may not be assigned without the prior written consent of the other party.

4.8. Product Services and the Supplier are independent contractors, neither party has any express or implied right or authority to assume or create any obligations on behalf of the other or bind the other to any contract, agreement or undertaking with any third party.

4.9. All previous agreements between Product Services and the Supplier with respect to the subject matter of this Agreement are cancelled. There are no terms, conditions or representations with respect to the subject matter of this Agreement except as contained in this Agreement. This is the entire Agreement between the parties on the subject matter hereof.

5. Security and Privacy Guidelines

The Supplier agrees to abide by applicable privacy legislation with respect to the collection, use, security or disclosure of personal information relating to the Reservation Program. This would include any personal information received by the Supplier via e-mail or fax (refer to point 1.6) and information accessed through the Reservation system.

Please review and complete Appendix A — Privacy Protection Schedule

6. Electronic Funds Transfer Agreement

The Electronic Funds Transfer procedure is as follows;

A. The Ministry of Jobs, Tourism and Skills Training, will transfer product fees, including taxes payable, less commission earned by Tourism BC, to the Supplier bank account every two weeks via EFT. Depending on the banking institution to which funds are being transferred, it may take 2 to 6 days for funds to be credited to the Suppliers account. The banks have informed us that the average processing times are;

• Royal Bank — 2 days

• Other Major Banks (TD, CIBC etc) — 3 days

• Smaller Banks (Credit Unions etc.) — 4-6 days

B. The Supplier must provide the Ministry with 30 day's notice of any change in any banking information to ensure timely EFT payments.

C. Reservation information supporting EFT payments may be found on the reservation extranet.

Please complete Appendix B - Direct Deposit Application
Attach a void cheque to the application and submit Appendix B to:
Ministry of Jobs, Tourism and Skills Training
3rd Flr. 800 Johnson Street
Victoria, BC
V8W 1N3

The Supplier agrees to the stated terms and conditions under which Tourism BC will administer and transfer funds as outlined above.

This agreement is made as of the ____________ day of _________________ 20__.

Supplier: ______________________________________

Authorized Signature:____________________________________________

Print Name:______ ______________________________________________

Title: _________________________________________________________

Reservation Provider: Ministry of Jobs, Tourism and Skills Training, Tourism BC, Product Services

Authorized Signature:____________________________________________

Print Name: Ruth Vallance

Title: Manager, Product Services

________________________________________________________________________

Appendix A — Privacy Protection Schedule

This Schedule forms part of the agreement between ________________________________ (the "Public Body") and ______________________________________________________ (the "Contractor") respecting __________________________________________________ (the "Agreement").

Definitions

1. In this Schedule,

(a) "access" means disclosure by the provision of access;

(b) "Act" means the Freedom of Information and Protection of Privacy Act (British Columbia), as amended from time to time;

(c) "contact information" means information to enable an individual at a place of business to be contacted and includes the name, position name or title, business telephone number, business address, business email or business fax number of the individual;

(d) "personal information" means recorded information about an identifiable individual, other than contact information, collected or created by the Contractor as a result of the Agreement or any previous agreement between the Public Body and the Contractor dealing with the same subject matter as the Agreement but excluding any such information that, if this Schedule did not apply to it, would not be under the "control of a public body" within the meaning of the Act.

Purpose

2. The purpose of this Schedule is to:

(a) enable the Public Body to comply with its statutory obligations under the Act with respect to personal information; and

(b) ensure that, as a service provider, the Contractor is aware of and complies with its statutory obligations under the Act with respect to personal information.

Collection of personal information

3. Unless the Agreement otherwise specifies or the Public Body otherwise directs in writing, the Contractor may only collect or create personal information that is necessary for the performance of the Contractor's obligations, or the exercise of the Contractor's rights, under the Agreement.

4. Unless the Agreement otherwise specifies or the Public Body otherwise directs in writing, the Contractor must collect personal information directly from the individual the information is about.

5. Unless the Agreement otherwise specifies or the Public Body otherwise directs in writing, the Contractor must tell an individual from whom the Contractor collects personal information:

(a) the purpose for collecting it;

(b) the legal authority for collecting it; and

(c) the title, business address and business telephone number of the person designated by the Public Body to answer questions about the Contractor's collection of personal information.

Accuracy of personal information

6. The Contractor must make every reasonable effort to ensure the accuracy and completeness of any personal information to be used by the Contractor or the Public Body to make a decision that directly affects the individual the information is about.

Requests for access to personal information

7. If the Contractor receives a request for access to personal information from a person other than the Public Body, the Contractor must promptly advise the person to make the request to the Public Body unless the Agreement expressly requires the Contractor to provide such access and, if the Public Body has advised the Contractor of the name or title and contact information of an official of the Public Body to whom such requests are to be made, the Contractor must also promptly provide that official's name or title and contact information to the person making the request.

Correction of personal information

8. Within 5 business days of receiving a written direction from the Public Body to correct or annotate any personal information, the Contractor must annotate or correct the information in accordance with the direction.

9. When issuing a written direction under section 8, the Public Body must advise the Contractor of the date the correction request to which the direction relates was received by the Public Body in order that the Contractor may comply with section 10.

10. Within 5 business days of correcting or annotating any personal information under section 8, the Contractor must provide the corrected or annotated information to any party to whom, within one year prior to the date the correction request was made to the Public Body, the Contractor disclosed the information being corrected or annotated.

12. If the Contractor receives a request for correction of personal information from a person other than the Public Body, the Contractor must promptly advise the person to make the request to the Public Body and, if the Public Body has advised the Contractor of the name or title and contact information of an official of the Public Body to whom such requests are to be made, the Contractor must also promptly provide that official's name or title and contact information to the person making the request.

Protection of personal information

12. The Contractor must protect personal information by making reasonable security arrangements against such risks as unauthorized access, collection, use, disclosure or disposal, including any expressly set out in the Agreement.

Storage and access to personal information

13. Unless the Public Body otherwise directs in writing, the Contractor must not store personal information outside Canada or permit access to personal information from outside Canada.

Retention of personal information

14. Unless the Agreement otherwise specifies, the Contractor must retain personal information until directed by the Public Body in writing to dispose of it or deliver it as specified in the direction.

Use of personal information

15. Unless the Public Body otherwise directs in writing, the Contractor may only use personal information if that use is for the performance of the Contractor's obligations, or the exercise of the Contractor's rights, under the Agreement.

Disclosure of personal information

16. Unless the Public Body otherwise directs in writing, the Contractor may only disclose personal information inside Canada to any person other than the Public Body if the disclosure is for the performance of the Contractor's obligations, or the exercise of the Contractor's rights, under the Agreement.

17. Unless the Agreement otherwise specifies or the Public Body otherwise directs in writing, the Contractor must not disclose personal information outside Canada.

Notice of foreign demands for disclosure

18. In addition to any obligation the Contractor may have to provide the notification contemplated by section 30.2 of the Act, if in relation to personal information in its custody or under its control the Contractor:

(a) receives a foreign demand for disclosure;

(b) receives a request to disclose, produce or provide access that the Contractor knows or has reason to suspect is for the purpose of responding to a foreign demand for disclosure; or

(c) has reason to suspect that an unauthorized disclosure of personal information has occurred in response to a foreign demand for disclosure

the Contractor must immediately notify the Public Body and, in so doing, provide the information described in section 30.2 (3) of the Act. In this section, the phrases "foreign demand for disclosure" and "unauthorized disclosure of personal information" will bear the same meanings as in section 30.2 of the Act.

Notice of unauthorized disclosure

19. In addition to any obligation the Contractor may have to provide the notification contemplated by section 30.5 of the Act, if the Contractor knows that there has been an unauthorized disclosure of personal information in its custody or under its control, the Contractor must immediately notify the Public Body. In this section, the phrase "unauthorized disclosure of personal information" will bear the same meaning as in section 30.5 of the Act.

Inspection of personal information

20. In addition to any other rights of inspection the Public Body may have under the Agreement or under statute, the Public Body may, at any reasonable time and on reasonable notice to the Contractor, enter on the Contractor's premises to inspect any personal information in the possession of the Contractor or any of the Contractor's information management policies or practices relevant to its management of personal information or its compliance with this Schedule and the Contractor must permit, and provide reasonable assistance to, any such inspection.

Compliance with the Act and directions

21. The Contractor must in relation to personal information comply with:

(a) the requirements of the Act applicable to the Contractor as a service provider, including any applicable order of the commissioner under the Act; and

(b) any direction given by the Public Body under this Schedule.

22. The Contractor acknowledges that it is familiar with the requirements of the Act governing personal information that are applicable to it as a service provider.

Notice of non-compliance

23. If for any reason the Contractor does not comply, or anticipates that it will be unable to comply, with a provision in this Schedule in any respect, the Contractor must promptly notify the Public Body of the particulars of the non-compliance or anticipated non-compliance and what steps it proposes to take to address, or prevent recurrence of, the non-compliance or anticipated non-compliance.

Termination of Agreement

24. In addition to any other rights of termination which the Public Body may have under the Agreement or otherwise at law, the Public Body may, subject to any provisions in the Agreement establishing mandatory cure periods for defaults by the Contractor, terminate the Agreement by giving written notice of such termination to the Contractor, upon any failure of the Contractor to comply with this Schedule in a material respect.

Interpretation

25. In this Schedule, references to sections by number are to sections of this Schedule unless otherwise specified in this Schedule.

26. Any reference to the "Contractor" in this Schedule includes any subcontractor or agent retained by the Contractor to perform obligations under the Agreement and the Contractor must ensure that any such subcontractors and agents comply with this Schedule.

27. The obligations of the Contractor in this Schedule will survive the termination of the Agreement.

28. If a provision of the Agreement (including any direction given by the Public Body under this Schedule) conflicts with a requirement of the Act or an applicable order of the commissioner under the Act, the conflicting provision of the Agreement (or direction) will be inoperative to the extent of the conflict.

29. The Contractor must comply with the provisions of this Schedule despite any conflicting provision of this Agreement or, subject to section 30, the law of any jurisdiction outside Canada.

30. Nothing in this Schedule requires the Contractor to contravene the law of any jurisdiction

Appendix B — Direct Deposit Application

Appendix 3

The Canadian trade-marks are as follows:

ESCAPES		Registration No. TMA610,154
BC ESCAPES		Registration No. TMA533,843
BRITISH COLUMBIA ESCAPES		Registration No. TMA549,063
BRITISH COLUMBIA MAGAZINE, BEAUTIFUL PLACES INTRIGUING JOURNEYS REMARKABLE PEOPLE & Design		Registration No. TMA620,822
HELLO BC		Registration No. TMA533,841
HELLO NORTH		Registration No. TMA748,547
I Design		Registration No. TMA750,057
I VISITOR CENTRE & Design (stacked)		Application No. 1,475,518
I VISITOR CENTRE Design (Horizontal) (Colour) [Colour claim: The letter I is yellow, framed in white; the words VISITOR and CENTRE are white; all on a blue background.]		Registration No. TMA750,052
Sun, Mountains & Sea Design (#2)		Registration No. TMA577,801
Sun, Sea and Mountain Oval Design		Registration No. TMA632,575
SUPERHOST		Registration No. TMA631,599
SUPERHOST& Design		Registration No. TMA672,366
SUPER, NATURAL (#2)		Registration No. TMA663,207
SUPER, NATURAL BRITISH COLUMBIA & Design (Horizontal)(#2)		Registration No. TMA577,921
SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked) (#2)		Registration No. TMA578,341
SUPER, NATURAL BRITISH COLUMBIA & Oval Sun, Sea and Mountain Design (Stacked)		Registration No. TMA793,324
SUPER, NATURAL BRITISH COLUMBIA (#2)		Registration No. TMA577,920
SUPERHOST		Registration No. TMA631,599
SUPERHOST& Man Design (#2)		Registration No. TMA672,366
TOURISM BC		Registration No. TMA588,782
TOURISM BRITISH COLUMBIA		Registration No. TMA590,190
TOURISM BRITISH COLUMBIA & Design		Registration No. TMA588,974
WORLDHOST		Registration No. TMA774,833
WORLDHOST& Design		Registration No. TMA789,655
SUPER, NATURAL BRITISH COLUMBIA HELLOBC.COM & Oval Sun, Sea and Mountain Design (Horizontal)
SUPER, NATURAL BRITISH COLUMBIA HELLOBC.COM & Oval Sun, Sea and Mountain Design (Stacked)

Appendix 4

The international trade-marks are as follows:

Country	Trademark
Australia V65615AU	SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked) (2005)
Australia V70034AU	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Horizontal)
Australia V670811AU	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Stacked) (Cl. 35, 39, 41, 43, 44)
Bermuda V65685BM	BERMUDA SUPERHOST& Man Design
China V68969CN	SUPER, NATURAL BRITISH COLUMBIA & Design (Revised Horizontal) (Cl. 35)
China V68991CN	SUPER, NATURAL BRITISH COLUMBIA & Design (Revised Horizontal) (Cl. 39)
China V68992CN	SUPER, NATURAL BRITISH COLUMBIA & Design (Revised Horizontal) (Cl. 41)
China V68993CN	SUPER, NATURAL BRITISH COLUMBIA & Design (Revised Horizontal) (Cl. 43)
China V69082CN	SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked) (Cl. 35) (#2)
China V65665CN	SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked) (Cl. 35) (2005)
China V69083CN	SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked) (Cl. 39) (#2)
China V65666CN	SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked) (Cl. 39) (2005)
China V69084CN	SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked) (Cl. 41) (#2)
China V69085CN	SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked) (Cl. 43) (#2)
China V670814CN	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Stacked) (Cl. 35)
China V670815CN	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Stacked) (Cl. 39)
China V670816CN	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Stacked) (Cl. 41)
China V670817CN	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Stacked) (Cl. 43)
China V670818CN	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Stacked) (Cl. 44)
China V64414CN	SUPERHOST
Community Trade Mark V61248CTM	SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked)
Community Trade Mark V65616CTM	SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked) (2005)
Community Trade Mark V70046CTM	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Horizontal)
Germany V670810DE	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Stacked) (Cl. 35, 39, 41, 43, 44)
Hong Kong V64417HK	SUPERHOST
India V70043IN	SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked-short)
Ireland V64422IE	SUPERHOST
Italy V65168IT	SUPER, NATURAL BRITISH COLUMBIA & Design
Japan V65613JP	SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked) (2005)
Japan V65617JP	SUPER, NATURAL BRITISH COLUMBIA & Design (Horizontal) (2005)
Japan V68966JP	SUPER, NATURAL BRITISH COLUMBIA & Design (Revised Horizontal)
Japan V670812JP	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Stacked) (Cl. 35, 39, 41, 43, 44)
Mexico V70039MX	SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked-short) (Cl. 35)
Mexico V70040MX	SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked-short) (Cl. 39)
Mexico V70041MX	SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked-short) (Cl. 41)
Mexico V70042MX	SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked-short) (Cl. 43)
Mexico V70035MX	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Horizontal) (Cl. 35)
Mexico V70036MX	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Horizontal) (Cl. 39)
Mexico V70037MX	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Horizontal) (Cl. 41)
Mexico V70038MX	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Horizontal) (Cl. 43)
Mexico V670819MX	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Stacked) (Cl. 35)
Mexico V670820MX	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Stacked) (Cl. 39)
Mexico V670821MX	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Stacked) (Cl. 41)
Mexico V670822MX	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Stacked) (Cl. 43)
Mexico V670823MX	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Stacked) (Cl. 44)
Mexico V68970MX	SUPERHOST (Cl.16)
Mexico V68971MX	SUPERHOST (Cl.41)
Mexico V69367MX	WORLDHOST (Cl. 16)
Mexico V69369MX	WORLDHOST (Cl. 41)
Mexico V69582MX	WORLDHOST& Design (Cl. 16)
Mexico V69583MX	WORLDHOST& Design (Cl. 41)
New Zealand V61252NZ	SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked) (Cl. 35)
New Zealand V61253NZ	SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked) (Cl. 39)
New Zealand V61258NZ	SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked) (Cl. 41)
New Zealand V61254NZ	SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked) (Cl. 42)
New Zealand V64421NZ	SUPERHOST
Puerto Rico V64413PR	SUPERHOST
Republic of Korea V65614KR	SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked) (2005)
Republic of Korea V63666KR	SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked)
Republic of Korea V68967KR	SUPER, NATURAL BRITISH COLUMBIA & Design (Revised Horizontal)
Republic of Korea V670813KR	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Stacked) (Cl. 35, 39, 41, 43, 44)
Singapore V64416SG	SUPERHOST
Switzerland V68719CH	SUPER, NATURAL BRITISH COLUMBIA & Design (#2)
Taiwan V65612TW	SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked) (2005)
Taiwan V68968TW	SUPER, NATURAL BRITISH COLUMBIA & Design (Revised Horizontal)
U.S.A. V60685US	SUPER, NATURAL
U.S.A. V70045US	SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked-short)
U.S.A. V70044US	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Horizontal)
U.S.A. V670808US	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Stacked) (Cl. 35, 39, 41, 43, 44)
U.S.A. V64074US	Sun, Sea & Mountain Oval Design
U.S.A. V61173US	HELLO BC
U.S.A. V61836US	DISCOVER CAMPING
U.S.A. V61920US	SUPERHOST
U.S.A. V61921US	SUPERHOST
U.S.A. V61850US	TOURISM BRITISH COLUMBIA & Design
U.S.A. V69366US	WORLDHOST
U.S.A. V69581US	WORLDHOST& Design
United Kingdom V670809GB	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Stacked) (Cl. 35, 39, 41, 43, 44)
United Kingdom	SUPER, NATURAL BRITISH COLUMBIA CANADA & Design (Horizontal)
United Kingdom V64423GB	SUPERHOST
United Kingdom V670375GB	WORLDHOST
United Kingdom V670376GB	WORLDHOST& Design

Appendix 5

The domain names are as follows:

Appendix 6

The copyrights are as follows:

1. Such copyright that currently resides with the Province, in all materials relating to the delivery of tourism marketing, tourism training, tourism partnerships, research, planning and evaluation, corporate communications and stakeholder relations, British Columbia Magazine and other tourism programs (the "Tourism Programs"), including copyright in material posted on websites, social media sites and apps relating to the Tourism Programs.

Appendix 7

The Official Marks are as follows:

100 BC MOMENTS		Application No. 921805
BRITISH COLUMBIA MOMENTS		Application No. 921834
BRITISH COLUMBIA MAGAZINE & Design		Application No. 920549
CANADA'S WEST MARKETPLACE		Application No. 920546
CANADA'S WEST MARKETPLACE ALBERTA & BRITISH COLUMBIA Design		Application No. 920547
HELLO BC		Application No. 920553
I VISITOR CENTRE & Design (Black & White)		Application No. 920552
I VISITOR CENTRE Design (Horizontal) (Colour)		Application No. 920561
I VISITOR CENTRE Design (Stacked)		Application No. 920555
SHARE YOUR B.C.		Application No. 921325
Sun, Mountains & Sea Design		Application No. 920600
SUPER, NATURAL		Application No. 920551
SUPER, NATURAL BRITISH COLUMBIA		Application No. 920548
SUPER, NATURAL BRITISH COLUMBIA & Design (Horizontal)		Application No. 920550
SUPER, NATURAL BRITISH COLUMBIA & Design (Horizontal-Short)		Application No. 920556
SUPER, NATURAL BRITISH COLUMBIA & Design (Stacked)		Application No. 920554
TOURISM BRITISH COLUMBIA		Application No. 920557
TOURISM BRITISH COLUMBIA CANADA APPROVED ACCOMMODATION & Oval Sun, Sea and Mountain Design (Stacked)		Application No. 920558
WORLDHOST		Application No. 920560
WORLDHOST& Design		Application No. 920559

Appendix 8

The websites and electronic or digital systems are as follows:

Appendix 9

The intangible property is as follows:

1. Logos, trade and brand names used in the delivery of the following program areas:

(a) Consumer Direct Marketing;

(b) Travel Media;

(c) Travel Trade;

(d) Marketing Communications including Digital Asset Management, Brand Development and Management and Trademark Portfolio Management;

(e) eMarketing;

(f) Regional Partnerships;

(g) Community Partnerships;

(h) Experiences BC Section Development & Cooperative Marketing;

(i) Aboriginal Partnerships;

(j) Visitor Centres;

(k) WorldHost Training Services;

(l) HelloBC Programs for Suppliers;

(m) Accommodation Inspections;

(n) British Columbia Magazine;

(o) Research, Planning and Evaluation; and

(p) miscellaneous tourism information, reports, plans, strategies, reviews and presentations;

(collectively, the "Tourism Programs").

2. All information contained within databases used for the delivery of the Tourism Programs including consumer databases, contact information databases, tourism product management databases and digital asset management databases.

3. All licences, leases or permits related to the delivery of the Tourism Programs that currently reside with the Province, including those stored in consumer, contact information, tourism product management and digital asset management databases.

4. Any and all other intellectual property used in the delivery of the Tourism Programs, including trade secrets, know-how, training and education curricula, workshops and industry programs.

5. All and any other material used for the delivery of the Tourism Programs, including but not limited to, records, strategies, plans, presentations, videos, footage, still photographs, illustrations, data, analyses, reports, brand guidelines, graphic standards, research studies and reports.

6. The balance of the following accounts as of the Completion Date:

[Provisions relevant to the enactment of this regulation: Destination BC Corp. Act, S.B.C. 2013, c. 6, section 33]