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CONSULTING AGREEMENT

Confidential

THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into effective as of
_________________ (the “February 11st 2019”) by TerraCanad MKT Marketing., a company duly incorporated
under the laws of the Province of British Columbia, with a principal place of business at 9005Centaurus Circle
Vancouver Burnaby, BC, (the “Company”) and the contracting party named below (“You” or the “Consultant”).

Required Information

Full Name of Consultant: Juan Carlos Santaella Padrón

Full Address: Calle Páez. Res. El Trigo. Los Teques. Edo. Miranda.
Venezuela.

Email for PayPal, if applicable: Wire Trasnfer. Banco Mercantil. 0105 0030 31
1030287708. Cuenta Corriente. ID. 4816248.

Email for Notices: jcsantaella@gmail.com

IN CONSIDERATION of the mutual covenants herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which is acknowledged by each party, the parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Interpretation

Any reference to gender includes all genders, and the singular includes the plural and the body corporate. No provision
of this Agreement shall be construed against any Party by virtue of that Party having drafted and prepared this
Agreement. All headings are inserted for reference only. References in this Agreement to “this Agreement” mean
and include any Schedules hereto. The term “person” as used in this Agreement includes an individual, company,
firm, society, association or other organization.

ARTICLE 2 ENGAGEMENT

2.1 Engagement

The Company (such term, when used herein in connection with the Company’s business, Business Contacts, products,
services, or information, means and includes the business, Business Contacts, products, services or information of the
Company’s subsidiaries and affiliates, as such relationships are described in the British Columbia Business
Corporations Act) hereby engages the Consultant to provide the services (the “Services”) referred to in Schedule A
Statement of Work, and such other services as may be agreed to by the Parties in additional schedules executed by the
Parties from time to time (each such schedule, a “Work Schedule”) and the Consultant hereby accepts such
engagement by the Company, all upon and subject to the terms and conditions of this Agreement. The terms of an
applicable Work Schedule shall be subject to this Agreement.

ARTICLE 3 RESPONSIBILITIES AND TERM

3.1 Personnel

The Services shall be provided by the Consultant in Consultant's personal capacity. The Services shall not be provided
by any other individual without the prior written approval of the Company.
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3.2 Reporting

In providing the Services, the Consultant shall be responsible to and shall report to the individual set out in Schedule
A Statement of Work and/or to such other person as the Company shall from time to time designate.

3.3 Standard of Care

The Consultant shall, in performing the Services:

(a) be loyal to the Company, act in the best interests of the Company, and promote the interests and
goodwill of the Company;

(b) exercise the care, diligence and skill of a reasonably prudent person to the extent necessary to
discharge the Consultant’s responsibilities; and

(c) perform such responsibilities diligently, honestly, faithfully, efficiently, in good faith, and, to the
extent the Consultant provides Services in a professional capacity, in a professional manner and to
the standards of the applicable profession.

The Consultant acknowledges and agrees that the Consultant’s services are of utmost importance to the business of
the Company and its success, and that the Consultant is a fiduciary to the Company and accordingly, owes fiduciary
duties to the Company.

3.4 Term

Subject to ARTICLE 8, this Agreement will commence on the Effective Date and shall continue for a period of one
(1) year (the “Original Term”), and such term may be renewed or extended for any period, provided the Parties agree
to do so in writing (i.e. by email) prior to the expiration of the Original Term. “Term” shall mean the Original Term
and any and all renewal terms.

3.5 Hours

See “Hours” contained in Schedule A Statement of Work.

3.6 Name and Likeness in Advertising / Promotional Material

The Consultant hereby grants to the Company the right to use the name, likeness and/or biography of the Consultant
in connection with the Services performed by the Consultant under this Agreement in any advertising, promotional or
securities disclosure material. The Consultant hereby waives all moral rights with respect thereto.

3.7 Independent Contractor

The Consultant shall have the sole supervision and direction of the Services covered by this Agreement and shall
determine and be solely responsible for the manner in which the said Services are performed, for the method employed
in doing the same and for all acts and things done in the performance of the Consultant's obligations hereunder, except
for departing from the Consultant's normal practices which may be requested by the Company from time to time. The
Consultant shall provide all equipment and supplies necessary in order to provide the Services. Nothing contained in
this Agreement and the relationship created between the Parties hereby shall, directly or indirectly, constitute the
Consultant as agent, employee or servant of the Company and further, nothing herein shall operate or be construed to
relieve the Consultant of any duties or obligations imposed upon it as an independent contractor.
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3.8 Consultant’s Obligations

In the event the Company provides the Consultant with any equipment or other property, including without limitation,
all Confidential Information (as that term is defined in the Confidentiality Agreement appended to this Agreement),
Works (as defined below), security passes, keys, computer equipment and laptops, and other property belonging to
the Company or developed in connection with the business of the Company (the “Property”) the Consultant shall
take good care of the Property and, at its sole cost and expense, make and be responsible for all repairs as and when
needed to preserve the Property in good working order and condition.

3.9 Services Non-Exclusive

The Company acknowledges that the engagement of the Consultant hereunder is not exclusive and, subject to the
obligations set out in this Agreement, the Consultant may perform services for others. The Consultant agrees that the
provision of Services to other parties shall not unduly interfere with the performance of Services and shall not breach
any of the Consultant’s covenants hereunder, nor shall the Consultant’s performance of the Services breach any
Consultant’s obligations to any third party.

ARTICLE 4 CONSIDERATION

4.1 Fees

In consideration for the Services rendered by the Consultant during the Term, the Company shall pay or provide to
the Consultant the fees contained in Schedule A Statement of Work. The Consultant shall invoice the Company on a
monthly basis and the Company shall pay the Consultant the amount of each invoice approved by the Company in
accordance with Schedule A Statement of Work attached hereto.

4.2 Taxes and Indemnity

The Consultant confirms that during the performance of this Agreement, Consultant is engaged as an independent
consultant and service provider and not as an employee or an agent of the Company. The Consultant represents that
the Consultant is in business solely for the Consultant and that the Consultant is an independent contractor for the
purposes of the Canadian Income Tax Act and otherwise.

Consultant assumes exclusive liability for and shall pay before delinquency, all federal, state, provincial, regional,
municipal or local sales, use, excise and other taxes, levies, fees, charges or contributions (collectively, “Taxes”)
imposed by any law or any governmental or other regulatory authority on, or with respect to, or measured by the
equipment, materials, supplies or labor furnished hereunder, or the wages, salaries or other remunerations paid by
Consultant to individuals employed in connection with, the performance of the Services or this Agreement. Except as
set forth in Section 4.4, all amounts paid to the Consultant as fees, benefits, or commissions (if applicable) pursuant
to the attached Schedules are inclusive of any and all Taxes which the Consultant would otherwise be required to
charge to the Consultant and/or remit to any applicable authority. The Consultant indemnifies and agrees to save
harmless the Company and its directors and officers from and against all liabilities, actions, claims, assessments,
damages or expenses (including costs as between a solicitor and its own client on a full indemnity basis) arising from
the Consultant’s failure to pay any Taxes when and as required by the appropriate legislative authority or otherwise,
and from any net amounts assessed or reassessed against the Company in circumstances where any governmental
authority determines that the Company was required to remit amounts to that authority on behalf of the Consultant.
The Consultant will provide the Company with all such information, including personal information, as the Company
may request in order to complete and remit to applicable government authorities all information as they may require
in connection with the Services or this Agreement, and will execute such tax-related forms, including W9 and/or W8-
BEN, as necessary, as may be required by applicable law.

Without limiting the generality of the indemnity contained in the previous paragraph, but for greater certainty, in the
event that the Canada Revenue Agency or any other applicable authority, for whatever reason, seeks from the
Company or any or all director(s) of the Company, Taxes with respect to any amounts paid to the Consultant under
this Agreement, the Consultant agrees to indemnify the Company and the directors of the Company, the amount of
any such Taxes (including applicable interest, fines and penalties on the Taxes) within thirty (30) days after any such
Taxes are payable by the Company. The Consultant further agrees that the Company may set off an amount equal to
any such Taxes (including any applicable interest, fines and penalties on the taxes) from any amounts owed to the
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Consultant under this Agreement.

4.3 Insurance

The Consultant is solely responsible for maintaining the Consultant’s own insurance, including, without limitation,
automotive, workers' compensation, general liability and professional liability coverage. The Consultant agrees to
provide the Company, upon request, with proof of current insurance coverage and a certificate or letter from
WorkSafeBC or other applicable regulatory authority, if any, stating that the Consultant has obtained coverage under
the British Columbia Workers’ Compensation Act (or such legislation as applicable, if any) or that the Consultant is
not required to obtain coverage under the British Columbia Workers’ Compensation Act (or such legislation as
applicable, if any).

4.4 GST

If required by law or by the Company, the Consultant shall provide a GST number to the Company and will charge
GST and remit the same to the appropriate government body, and will in any event indemnify and save the Company
harmless from any claims, demands, actions, assessments and liabilities whatsoever (including legal fees and
disbursements) arising from the Consultant’s failure to charge, collect or remit GST for any period the Consultant has
provided consulting services to the Company under this or any former or subsequent consulting agreement. In the
event the Consultant resides in another Province or Country outside of British Columbia, they shall provide the
Company with such tax number as and if applicable by law.

ARTICLE 5 CONFIDENTIALITY

5.1 Confidentiality Agreement

The Consultant agrees that it is bound by the provisions of the Confidentiality Agreement appended hereto as Schedule
B (the “Confidentiality Agreement”), as if such Confidentiality Agreement were incorporated herein. Unless the
Consultant has already done so, the Consultant agrees to execute the Confidentiality Agreement as soon as possible,
but failure to do so shall not relieve the Consultant from being legally bound by it. In the event of any conflict between
the Confidentiality Agreement and this Agreement or any previous confidentiality or non-disclosure agreement
between the Parties, this Agreement shall prevail. The Consultant acknowledges and agrees that the Consultant’s
obligations under the Confidentiality Agreement are fundamental terms of the Consultant’s engagement with the
Company, and are not superseded by this Agreement. Any breach of the Confidentiality Agreement by either Party
shall be deemed to be a breach of this Agreement by such Party.

4.2 Modification of Confidentiality Agreement

The Parties may amend, modify, alter, supplement or replace the Confidentiality Agreement from time to time, and
acknowledge and agree that the provisions of this Agreement which reference the Confidentiality Agreement shall
mean and refer to the Confidentiality Agreement as so amended, modified, altered, supplemented or replaced.

5.2 Confidentiality of this Agreement

Without limiting the generality of the Confidentiality Agreement, the Consultant agrees that the Consultant will not
disclose the existence of this Agreement, the events and negotiations leading up to this Agreement, or the terms of
this Agreement, to any person, other than to the Consultant’s accountants, attorneys, or as may be required to disclosed
under applicable law. The Consultant further agrees that the Consultant will not, without the prior written consent of
the Company, issue or otherwise participate in any press release, press interviews, or other media events, or post or
publish anything on the internet, pertaining to this Agreement, or commenting on the business of the Company, or any
of its representatives, directors, officers, employees or consultants.

ARTICLE 6 WORKS

6.1 Definitions

In this ARTICLE 6 and elsewhere in this Agreement, the following terms shall have the following meanings:

“Created” includes invented, developed, conceived, carried out, improved, and contributed to.
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“Intellectual Property Rights” means any and all rights which are, or may be acknowledged as being, granted or
belonging to Consultant pursuant to any Canadian or foreign legislation, provision of a statute, or principle under the
laws of Canada or the laws of a foreign jurisdiction, regarding patents, copyrights, trade-marks, industrial designs,
integrated circuitry topography, protection of know-how, trade secrets, confidential information, or intellectual
property, whether or not such rights are registered, including the right to obtain any protection afforded by law by
filing an application for registration or otherwise, with respect to any of the foregoing rights.

“Works” means any and all works (including computer software), including without limitation, any invention, trade-
mark, industrial design, integrated circuit topography, know-how, trade secret, copyrighted material (including
without limitation, reports, recommendations, designs, sketches, proposals, notes, writings, correspondence, research
results and data), or other matter, work product or contract deliverable that is or may be protected by an Intellectual
Property Right directly or indirectly Created by the Consultant, either alone or with others, whether or not during
regular business hours, on the work premises or using the property or services of the Company, which, wholly or
partially,

(a) relate to the business or research and development of the Company, including without limitation,
any product, service, method, or procedure used or operated, or the use or operation of which is
contemplated, by the Company or its subsidiaries, as part of the operations or activities of the
Company or its subsidiaries,

(b) result from or with the use of any resources, facilities or proprietary non-confidential information
of the Company;

(c) result from or in connection with the Consultant's activities, duties or services for the Company; or

(d) are a result of using any Confidential Information (as that term is defined in the Confidentiality
Agreement appended to this Agreement) of the Company;

(all such work being hereinafter referred to, collectively, as the “Works”).

Without limiting the foregoing: (i) "Works" shall be deemed to include any and all feedback (whether verbal, written
or other) that Consultant discloses to the Company during Consultant's performance of this Agreement or in the course
of evaluating or considering any Confidential Information or other proprietary information or materials of the
Company, all of which shall be owned solely by the Company; and (ii) the right of publication of any research paper
or study performed under this Agreement shall vest solely in the Company, and any person desiring to publish any
such research paper or study, in whole or in part, shall first obtain the written permission of the Company.

6.2 Assignment of Works by Consultant

Consultant confirms the assignment of and hereby irrevocably assigns to the Company, without restriction as to
territory, duration or otherwise, any and all of Consultant’s Intellectual Property Rights in and to all Works Created
by Consultant throughout the term of Consultant's engagement with Company, within one (1) year following
termination of such engagement, and, with respect to Works resulting from using any Confidential Information of the
Company, at any time.

6.3 Disclosure of Works and Appointment of Agent

Consultant confirms that Consultant shall immediately notify the Company of any Works upon their Creation and,
upon request by the Company to that effect, undertakes to cooperate, diligently and in good faith, with any patent
agent or other professional that the Company may designate for the purposes of identifying said Works and, as the
case may be, to take any action and prepare or execute any document the Company may deem necessary or useful to
ensure that the Company may obtain, protect or exercise all Intellectual Property Rights relating thereto, or to
acknowledge or give full effect to this Agreement; to that end, the Consultant appoints the Company as Consultant’s
exclusive and irrevocable agent to execute, on Consultant's behalf, any document the purpose of which is to
acknowledge or give full effect to such assignment, including as part, or for the purposes, of any application to obtain,
amend or maintain a patent.
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6.4 Moral Rights

Consultant confirms the assignment of and hereby waives, relinquishes and releases to the Company, for the benefit
of the Company, any and all moral rights and other common law or statutory rights to the Works.

6.5 Further Assurances

Upon request by the Company, Consultant confirms that Consultant shall execute any and all documents and take any
other actions reasonably necessary to secure ownership of the Works in the Company including, but not limited to,
executing assignments, applications, certificates and other instruments requested by the Company.

6.6 No Creation of Intellectual Property for Benefit of Consultant

Consultant confirms and undertakes that throughout the term of Consultant’s engagement with the Company, to not
Create any Works for his or her own benefit or that of a third party, either alone, jointly or in collaboration with a third
party, whether during regular working hours, on the work premises or using the property or services of the Company.

6.7 Return of Intellectual Property

Upon termination of Consultant's engagement with the Company, whether with or without just cause or by the
Consultant's actions or by the Company’s actions, Consultant confirms that the Consultant shall, upon written request
of the Company, deliver to the Company all originals, copies or other forms of, or documentation related to, the Works
or any other Confidential Information, assets or property of the Company in the Consultant’s possession and shall not
retain any copies thereof in any form.

ARTICLE 7 RESTRICTIVE COVENANTS

7.1 Non-Solicitation

At any time during the term of this Agreement and following the termination of this Agreement and/or the Consultant’s
engagement with the Company for any reason, for a period of twelve (12) months (the “Restricted Period”) the
Consultant shall not, directly or indirectly, either individually or jointly or in partnership or in conjunction with any
party, as principal, agent, employee, consultant, shareholder, guarantor, creditor, partner, advisor, or in any other
manner or capacity whatsoever:

(a) solicit, entice, persuade or induce any Business Contacts to terminate, reduce or refrain from
entering into, renewing or extending its contractual or other relationship with the Company; or

(b) solicit, entice, persuade or induce any Business Contacts employed, retained or used by the
Company, to terminate or refrain from renewing or extending such employment.

The restrictions in this Section 7.1 will only apply to the extent the Consultant knows, or should reasonably have
known, that the Business Contacts solicited, enticed, persuaded or induced by the Consultant were Business Contacts.

7.2 Business Contacts

The term “Business Contacts” as used in this Agreement means any of the Company’s:

(a) Suppliers;
(b) Vendors;
(c) Content providers / partners (the term “partners” as used in this Agreement to include its business
meaning as adopted by the Company, as well as in its strict legal sense);
(d) Network providers / partners;
(e) Consultants or employees, including talent scouts, talent representatives, talent representative
managers, channel managers, community managers, creative managers and operation managers; or
(f) Any other person or business otherwise having a business relationship with the Company.
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7.3 Non-Competition

The Consultant shall not, without the prior written consent of the Company, at any time during the term of this
Agreement or within the Restricted Period (as defined in Section 7.1 above), either individually or in partnership or
jointly or in conjunction with any person as principal, agent, consultant employee, investor, shareholder (other than
an investment of less than five (5%) percent of the shares of a company traded on a registered stock exchange) or in
any other manner whatsoever, carry on or be engaged in or be concerned with or interested in or advise or provide any
consulting services for any person or entity that is involved in the creation, production or distribution anywhere in the
world from which the internet can be accessed, of products or services competitive to those produced or provided by
the Company or contemplated by the Company during the term of the Consultant’s engagement with the Company,
as such products or services may be more fully described, in the Company’s internal memos and other internal
correspondence made available to the Consultant, or on the Company’s website from time to time.

7.4 Non-Disparagement

The Consultant agrees not to make, cause to have made, publish or cause to have published, in any form of media or
communication, any statement or communication that criticizes, ridicules, disparages or is derogatory of the Company,
any of its affiliates or any of their respective directors, officers, employees or consultants.

7.5 Restrictive Covenants

The Parties acknowledge and agree that the Consultant’s covenants contained in ARTICLE 5, ARTICLE 6 and
ARTICLE 7 of this Agreement are not intended to deprive the Consultant of the Consultant’s livelihood, but
rather, are included to protect the Company’s legitimate business interests and prevent unfair competition, are
reasonable and fair, and that the Consultant’s consideration payable pursuant to this Agreement includes adequate and
sufficient compensation to the Consultant in consideration of such covenants. Without limiting the generality of the
foregoing, Section 7.3 has a geographical area of anywhere in the world from which the internet can be accessed, due
to the fact that the Company’s business is internet-based and can be competed against from any place where internet
access is available.

7.6 Covenant Not to Sue

In no event shall Consultant bring any lawsuit, action, or legal proceeding against the Company, the Company’s
content providers or business partners including Google or its affiliated companies, nor shall the Company, its business
partners and/or its affiliated companies be liable to the Consultant, for any intellectual property claim related to: (i)
any works authored, produced, owned or distributed by content providers (provided it is used by the Company, its
business partners and/or its affiliated companies in accordance with this Agreement); and/or (ii) any Works pursuant
to this Agreement.

ARTICLE 8 TERMINATION

8.1 Termination by Company

The Company may terminate this Agreement and the Consultant’s engagement hereunder:

(a) forthwith upon notice in writing by the Company, if, in the opinion of the Company, acting
reasonably, the Consultant acts unlawfully, unfaithfully, dishonestly or in bad faith respecting
Consultant's obligations under this Agreement or otherwise, or the Consultant breaches this
Agreement (including, without limitation, by way of failure to provide the Services), in which case
no further payment will be required hereunder beyond the date of such termination; or

(b) in any other circumstances, for any reason, upon at least thirty (30) days’ written notice of
termination of this Agreement or payment of thirty (30) days’ fees in lieu of notice, if applicable.
For avoidance of doubt, in the event this Agreement expires at the end of the Term, the Company
shall not be required to provide the Consultant with a notice of termination.

8.2 Termination by Consultant

The Consultant may terminate this Agreement upon giving sixty (60) days’ written notice to the Company. For
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avoidance of doubt, in the event this Agreement expires at the end of the Term, the Consultant shall not be required
to provide the Company with a notice of termination.

8.3 Other Remedies

The rights of the Company and the Consultant to terminate the Consultant’s engagement under this ARTICLE 8 are
in addition to and not in derogation of any other remedies which may be available to the terminating Party in law or
in equity in respect of any breach by the non-terminating Party of this Agreement, or any other act or omission of the
non-terminating Party giving rise to a cause of action by the terminating Party.

ARTICLE 9 OBLIGATIONS ON CONCLUSION OR TERMINATION

9.1 Delivery of Property

Upon the termination of this Agreement for any reason, the Consultant will promptly deliver to the Company all
Property of the Company in the possession or control of the Consultant in the same condition as when the Consultant
received the Property from the Company, with the exception to ordinary wear and tear. BBTV may withhold payment
of any consideration due to the Consultant following such termination until all such Property is returned to BBTV, or
in the event that the Property is damaged beyond ordinary wear and tear.

9.2 Payment of Consideration

Except as expressly permitted herein, the Company shall not be obligated to pay any fees, commissions or other
consideration to the Consultant of whatsoever kind or nature from and after the date of termination of this Agreement
howsoever effected. The Company may set-off any amounts due under or with respect to this Agreement against any
amounts which may be owed by the Consultant to the Company, whether in respect of this Agreement or otherwise.

ARTICLE 10 NOTICES
10.1 Notice

Notices may be delivered personally, mailed to a Party at the address shown below or delivered by electronic
communications. Notices by regular mail will be effective five (5) business days following the date of the postmark.
Notices delivered personally or by electronic communications shall be deemed received by the first (1 st) business day
following such delivery or transmittal, provided that in the case of electronic communications, the sender has not
received back an automatic message by the communication facility used to send the original notice indicating that the
delivery has not been made. If normal mail service or electronic communication service is interrupted by strike, slow
down, force majeure or other cause, a notice sent by the impaired means of communication will not be deemed to be
received until actually received, and the Party sending the notice shall utilize any other such services which have not
been so interrupted or shall deliver such notice in order to ensure prompt receipt thereof.

Notices shall be sent to:

The Company: TerraCanad


9005 Centaurs
Burnaby, BC V6E 0A6

The Consultant: At the mailing or email address provided to the


Company when signing this Agreement.

ARTICLE 11 MISCELLANEOUS

11.1 No Conflicts

The Consultant represents and warrants that neither the entering into nor the carrying out by the Consultant of his or
her covenants and obligations set forth in this Agreement will result in any breach or be in conflict with any term or
provision of any existing agreement or instrument to which he or she is a party or to which he or she is subject.
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11.2 Waiver

No consent or waiver, express or implied, by either Party to or of any breach or default by the other Party in the
performance by the other Party of its obligations hereunder shall be deemed or construed to be a consent or waiver to
or of any other breach or default in the performance of obligations hereunder by such Party hereunder. Failure on the
part of either Party to complain of any act or failure to act of the other Party or to declare the other Party in default,
irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder.

11.3 Governing Law

This Agreement shall be governed by the laws of the Province of British Columbia and the federal laws applicable
therein and shall in all respects be treated as a British Columbia contract. The Parties attorn to the non-exclusive
jurisdiction of the courts of British Columbia. This Agreement may not be amended except by a writing signed by
both Parties hereto.

11.4 Severability

If any provision of this Agreement is determined by a court of competent jurisdiction or other proper authority to be
unenforceable, invalid, illegal, or void, in whole or in part, such determination shall not render this Agreement
unenforceable or invalid as a whole and such provision shall be severed from this Agreement; provided, however, that
such court or proper authority shall have the power to change and interpret such provision so as to best accomplish its
objectives within the limits of applicable law or applicable court decisions, including, if the invalidity or
unenforceability is due to the duration or scope of such provision or the area covered thereby, the power to reduce the
duration, scope or area of such provision, and to enforce such provision as so reduced or changed.

11.5 Entire Agreement

This Agreement, which includes its Schedules, and the executed Confidentiality Agreement, constitutes the entire
agreement between the Parties hereto with respect to the engagement of the Consultant from and after the Effective
Date hereof, applies to all Confidential Information disclosed to the Consultant or of which the Consultant became
aware prior to the Effective Date of this Agreement in any capacity, and replaces all prior discussions and agreements
with respect thereto, other than the content provider agreement between the Company and the Consultant, if any. This
Agreement cannot be amended or supplemented except by a written agreement executed by both Parties hereto.

11.6 Enurement

All of the provisions of this Agreement shall be binding upon the Consultant and shall be enforceable by the Company
its successors, affiliates and assigns. This Agreement may be assigned by the Company without the consent of the
Consultant. However, this Agreement is personal to the Consultant based upon the singular skill, qualifications and
experience of the Consultant and is not assignable by Consultant.

11.7 Consideration

The Consultant acknowledges and agrees that the Consultant’s fees as a consultant to the Company includes
consideration in respect of the provisions contained in ARTICLE 5, ARTICLE 6 and ARTICLE 7.

11.8 Legal and Financial Advice

The Consultant hereby represents, warrants and acknowledges to the Company that Consultant has had the opportunity
to seek and was not prevented nor discouraged by the Company from seeking independent legal and financial advice
prior to the execution and delivery of this Agreement.

11.9 Equitable Remedies

The Consultant acknowledges that any violation of any of the provisions of this Agreement, including without
limitation, ARTICLE 5, ARTICLE 6 or ARTICLE 7 hereof, may result in immediate and irreparable damage to the
Company and agrees that, in the event of such violation, the Company shall, in addition to any other right, relief or
remedy available by law, be entitled to any equitable relief, including without limitation, an interim or final injunction
or specific performance, that any court of competent jurisdiction may deem just and proper, without a requirement to
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post any bond or other security for costs.

11.10 Survival

The terms and provisions, covenants and conditions contained in this Agreement which require their performance by
the Parties hereto after expiration or termination of this Agreement, including, without limitation, Sections 4.2 and
4.4, ARTICLE 5 (Confidentiality), ARTICLE 6 (Works), ARTICLE 7 (Restrictive Covenants), ARTICLE 9
(Obligations on Conclusion or Termination), and ARTICLE 11 (Miscellaneous) shall be and remain in force
notwithstanding such expiration or other termination of this Agreement for any reason whatsoever.

11.11 Unilateral curtailment

On notice by the Company to the Consultant, the Company may unilaterally reduce any time period, geographic area
or scope prescribed in ARTICLE 5, ARTICLE 6 or ARTICLE 7.

11.12 Execution of this Agreement

The Consultant represents and warrants that:

(a) The Consultant has read, understood, and agree to this Agreement, including any schedules hereto.
(b) This Agreement is a legal, valid and binding obligation of the Consultant.
(c) The Consultant has had the opportunity to seek independent legal advice before entering into this
Agreement and, if the Consultant did not do so, the Consultant did not do so voluntarily without any
undue pressure by the Company or otherwise.
(d) The Consultant agrees that its failure to obtain independent legal advice shall not be used by the
Consultant as a defense to the enforcement of this Agreement.

11.13 Execution

This Agreement may be executed in several counterparts, each of which when executed and delivered shall be deemed
to be an original and all of which will constitute one and the same instrument. The execution of this Agreement or
any other writing by any Party hereto will not become effective until all counterparts hereof have been executed by
all the Parties hereto. Delivery of an executed signature page to this Agreement by any Party by electronic
transmission or through the Company’s web interface will be as effective as delivery of a manually executed copy of
this Agreement by such Party.

IN WITNESS WHEREOF this Agreement has been duly executed with effect as of the Effective Date of this
Agreement.

TerraCanad BBTV)

Signature of Consultant Juan Carlos Authorized Signature


Santaella

Name
Name Juan Carlos Santaella Padrón

Title
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SCHEDULE A TO CONSULTING AGREEMENT


Statement of Work

Position: Journalist

Reporting to: Andreina Ibarra

Services and Responsibilities:

● To write 10 notes a day

Fees:
The Company shall pay the Consultant a fee of $ 64.000.- Bolívares Soberanos (In case of currency
fluctuations, the company reserves the right to increase the pay if it deems it to be appropriate)

The Consultant shall provide an invoice to the Company by the last day of each month summarizing work
performed during such month in the form and detail as the Company requires. Each invoice shall
be payable within 30 days of receipt of the Consultant’s invoice for such month for services
rendered. Payment of the Consulting Fee will be made through PayPal and sent to Consultant's
email address provided to the Company for such purpose.

Hours:
The Consultant shall spend up to 40 hours per week in performing the Services. Any additional hours (which must be
pre-approved by the Company) and the fees for such additional hours will be agreed upon between the Consultant and
the Company.

Currency:
All amounts payable to the Consultant under this Agreement shall be paid in Bolívares Soberanos.

Other:
The Consultant acknowledges that as a consultant, the Consultant is not entitled to participate in any
Company plans such as health, dental or life insurance; RRSP contributions, vacation, or any other
plan or benefit the Company may offer from time to time to its employees. In the event that the
Company provides the Consultant with any Property of the Company (ie. computer equipment,
security passes, etc.), upon termination of this Agreement, BBTV may withhold any further
payments due to the Consultant in accordance with Section 9.1 above.

[End of Schedule A]
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SCHEDULE B TO CONSULTING AGREEMENT


Confidentiality Agreement

During discussions (the “Discussions”) between You, the undersigned (“You” and “Consultant”), and TerraCanad
Corp (the “Company”, which term shall hereinafter mean and include the Company and its subsidiaries and affiliates,
as those relationships are described in the British Columbia Business Corporations Act) (You and the Company being
hereinafter referred to, individually as a “Party” and collectively, as the “Parties”) with respect to a potential business
arrangement or agreement relating to employment, consulting, services, content provider, or other matters between
the Parties, and during any employment, consulting, services, content provider or other agreement that You and the
Company enter into (each a “Contract”), we expect that You will receive or come into contact with confidential
and/or proprietary information regarding the Company's business and affairs. You and the Company wish to maintain
such information confidential and proprietary to the Company in order to safeguard the Company's business.

Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree to the following terms and conditions of this Confidentiality Agreement:

1. Confidential Information. As used herein, the term “Confidential Information” shall mean any and all
information (in any form whatsoever) of or regarding the Company or any part of it, that was or may be disclosed to
You by or on behalf of the Company or of which You became aware prior to the date of this Agreement or of which
You may become aware, which information includes but is not limited to: unpublished patent applications, trade
secrets, works, ideas, media, techniques, sketches, drawings, works of authorship, models, inventions (whether
patentable or not), know how, equipment, software programs, software source documents, information related to the
current, future, and proposed products and services of the Company, information concerning research, experimental
work, development, design details and specifications, engineering, financial information, procurement requirements,
purchasing, manufacturing, customer lists, investors, suppliers, vendors, content providers / partners (the term
“partners” as used in this Agreement to include its business meaning as adopted by the Company, as well as in its
strict legal sense), network providers / partners, employees or Consultants, including talent scouts, talent
representatives, recruiters, channel managers, community managers, creative managers and operation managers, any
other person or business otherwise having a business relationship with the Company, business or contractual
relationships, business forecasts, sales and merchandising, marketing plans, business plans and methods and
information that the Company provides or of which You have or may become aware regarding third parties. Without
limiting the generality of the foregoing but for greater certainty, the term “Confidential Information” shall include: (i)
all information which in any Contract is deemed to be, or which is described in any Contract as being, “Confidential
Information” of the Company; (ii) all Works (as defined in Section 5 below) and other intellectual property which by
this Agreement or pursuant to any Contract is the property of the Company; and (iii) the existence of this Agreement,
the terms of this Agreement or any potential consequences of this Agreement.

2. Information Not Constituting Confidential Information. The term “Confidential Information” shall not
include, or shall cease to include, as the case may be, any information which:

(a) was in the public domain at the time it was obtained by You; or (b) entered into the public domain at the same time
or after it was obtained by You through no fault of Yours; or (c) was already in Your possession free of any obligation
of confidence at the time it was communicated to You, provided the same can be evidenced to the reasonable
satisfaction of the Company; or (d) was rightfully communicated to You by a third party who has informed You in
writing that such party owes no duty of obligation to the Company and which the Company agrees in writing does not
constitute Confidential Information; or (e) was developed by You independently of and without reference to any
Confidential Information of the Company, provided the same can be evidenced to the reasonable satisfaction of the
Company.

3. Restrictions on Disclosure and Use of Confidential Information. You agree that at all times during the term of
this Agreement, You will hold in strict confidence, as a fiduciary, and not disclose to any third party, any Confidential
Information, and You will use the Confidential Information for no purpose other than for the Discussions and/or for
performing a Contract, or except as approved in writing by the Company. You will not use the Confidential
Information for Your own business or benefit or the business or benefit of anyone else, and in particular, but without
limiting the generality of the foregoing, you may not use it or pass it on to anyone else to use it to directly or indirectly
compete with the Company or attempt to do so. Notwithstanding the above, You shall not be in violation of this
Section 3 with regard to a disclosure that was in response to a valid order by a court or other provincial or governmental
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body, provided that You provide the Company with prior written notice of such disclosure in order to permit the
Company to seek a confidentiality order or other confidential treatment of such information.

4. Software. Without limiting any other provision of this Agreement, You agree that the software programs included
in the Confidential Information contain valuable confidential information and, except in the necessary course of
performing Your duties for the Company pursuant to a Contract, You agree that You will not modify, reverse engineer,
decompile, create other works from, or disassemble any software programs contained in the Confidential Information
without the prior written consent of the Company.

5. Inventions. You acknowledge and agree that all discoveries, inventions (whether patentable or not), ideas,
developments, improvements, methodologies, designs, research data, know-how, works, notes, writings, artwork,
creations and intellectual property (whether or not the same are capable of patent, copyright, industrial design or other
intellectual property protection) (collectively, the “Works”) developed, created, made, conceived or contributed to,
solely or jointly, in whole or in part, by You, in connection with, based upon, arising out of, or as a result of, the
Confidential Information (the “CI Works”) or Your work for the Company pursuant to any Contract (the “Contract
Works”) will be promptly disclosed by You to the Company and, regardless of whether such disclosure is actually
made as required, will be the sole and exclusive property of the Company. You hereby waive all moral rights in or to
such property, and hereby assign to the Company all of Your right, title and interest in and to all Works and agree to
provide the Company all such assistance as the Company may reasonably require, including to take all such actions
and execute all such documents as the Company determines in its sole discretion are necessary or desirable, in order
to secure, evidence, and/or perfect the Company’s title and interest in such Works or to obtain patent or other
intellectual property protection therefor. Your obligations under this Section 5 shall terminate: (i) with respect to CI
Works, including CI Works which are also Contract Works, on termination of Your obligations pursuant to Section
14 with respect to the Confidential Information giving rise to the CI Works; and (ii) with respect to Contract Works
not also constituting CI Works, one (1) year after termination of the last Contract between You and the Company.

6. Power of Attorney. Should You fail to provide the Company with the assistance required by Section 5 hereof,
then You, by Your execution of this Agreement, hereby appoint the CEO of the Company as Your Attorney-in-Fact,
with the specific power, for and on Your behalf, to take all such actions and execute all such documents as the
Company may reasonably require pursuant to Section 5, and all actions so taken or documents so executed by the
CEO of the Company for and on behalf of You are hereby approved, ratified and confirmed.

7. Loss of Confidentiality. You shall immediately notify the Company upon discovery of any loss or unauthorized
disclosure of any Confidential Information.

8. Return of Confidential Information. Upon termination of this Confidentiality Agreement, or at any time upon
written request of the Company, You will promptly return to the Company all Confidential Information in Your
possession or control and all copies thereof.

9. No License. You agree that nothing contained in this Agreement shall be construed as granting any property rights,
by license or otherwise, to any Confidential Information, or to any invention or any patent, copyright, trademark, or
other intellectual property right that has issued or that may issue, based on such Confidential Information. You shall
not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any
Confidential Information.

10. No Reproductions. Confidential Information shall not be reproduced by You in any form. Any reproduction of
any Confidential Information made notwithstanding the foregoing prohibition shall remain the property of the
Company.

11. Governing Law and Venue. This Agreement shall be governed by the laws of the Province of British Columbia
and the federal laws applicable therein and shall in all respects be treated as a British Columbia contract. The Parties
attorn to the non-exclusive jurisdiction of the courts of British Columbia. This Agreement may not be amended except
by a writing signed by both Parties hereto.

12. Equitable Remedies. You acknowledge that, in the event that You breach any of Your obligations under this
Agreement, the Company may suffer irreparable harm and that monetary damages may not be adequate to compensate
the Company for the breach. Accordingly, You agree that, in the event of a breach or threatened breach by You of
any of the provisions of this Agreement, then the Company, in addition to, and not in limitation or derogation of, any
other rights, remedies or damages available to the Company at law or in equity, shall be entitled to obtain, and You
14

hereby consent to the granting of, any type of injunction, specific performance, or other equitable relief in order to
prevent, restrain or remedy such breach or to prevent any further breach.

13. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction or other proper
authority to be unenforceable, invalid, illegal, or void, in whole or in part, such determination shall not render this
Agreement unenforceable or invalid as a whole and such provision shall be severed from this Agreement; provided,
however, that such court or proper authority shall have the power to change and interpret such provision so as to best
accomplish its objectives within the limits of applicable law or applicable court decisions, including, if the invalidity
or unenforceability is due to the duration of such provision, the area covered thereby, or the scope thereof, the power
to reduce the duration, area or scope of such provision and enforce such provision as so reduced or changed.

14. Continuing Agreement. This Agreement shall be a continuing agreement between the Parties with respect to any
particular item of Confidential Information, for so long as such information remains “Confidential Information” as
defined in this Agreement. This Agreement will survive the cessation of Discussions, the return of Confidential
Information pursuant to Section 8 hereof, or the termination of any Contract.

15. Company. The term “Company” as used herein shall mean and include the Company and its subsidiaries and
affiliates, as those relationships are described in the British Columbia Business Corporations Act.

16. No Assignment. You may not assign or transfer any rights or obligations under this Agreement.

17. Enurement. This Confidentiality Agreement shall enure to the benefit of and be binding upon the Parties hereto
and their respective successors.

18. Entire Agreement. This Confidentiality Agreement constitutes the entire agreement between the Parties hereto
with respect to the subject matter hereof, applies to all Confidential Information disclosed to You or of which You
became aware prior to the date of this Agreement in any capacity, and replaces all prior discussions and agreements
with respect thereto.

19. Independent Legal Advice. You acknowledge and agree that You have had the opportunity to consult with an
independent legal advisor prior to entering into this Confidentiality Agreement.

20. Execution. This Agreement will be considered to be executed when signed by the Consultant or Consultant’s
authorized signatory and delivered to the Company. Delivery of an executed signature page to this Agreement by any
Party by electronic transmission or through the Company’s web interface will be as effective as delivery of a manually
executed copy of this Agreement by such Party.

IN WITNESS WHEREOF this Agreement has been duly executed with effect as of the date signed below.

Signature of Consultant Juan Carlos Santaella Padrón

Juan Carlos Santaella Padrón


Name
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