10.

11.

Release and Limitation of Liability - The Association and MNP agree to the following with respect to MNP's
liability to the Association:

a.

In any action, claim, loss or damage arising out of the engagement, the Association agrees that MNP's
liability will be several and not joint and the Association may only claim payment from MNP of MNP's
proportionate share of the total liability based on the degree of fault of MNP as finally determined by a court
of competent jurisdiction.

Other than for matters finally determined to have resulted from the fraudulent behaviour of MNP, whether

the claim be in tort, contract, or otherwise:

i. MNP shall not be liable to the Association and the Association releases MNP for all claims, damages,
costs, charges and expenses (including legal fees and disbursements) incurred or suffered by the
Association related to, arising out of, or in any way associated with the engagement to the extent that
the aggregate of such amounts is in excess of three times the total professional fees paid by the
Association to MNP in connection with this engagement during the 12 month period commencing
from the date of the engagement letter to which these terms and conditions are attached; and,

il. MNP shall not be liable to the Association for any consequential, indirect, lost profit or similar
damages, or failure to realize expected savings, relating to MNP's services provided under the
engagement letter to which these terms and conditions are attached.

Indemnification - The Association agrees to indemnify and hold harmless MNP against:

a.

All claims, damages, costs, charges and expenses (including legal fees and disbursements) which are related
to, arise out of, or are in any way associated with the engagement, whether the claims are civil, penal
regulatory, or administrative in nature, other than those finally determined to have resulted from MNP's
negligence or fraudulent behaviour; and,

Notwithstanding "a.," all claims, damages, costs, charges and expenses (including legal fees and
disbursements) which are related to, arise out of, or are in any way associated with the engagement, whether
the claims are civil, penal, regulatory, or administrative in nature, that arise from or are based onmany
deliberate misstatement or omission in any material, information or representation supplied or approved by
any officer or member of the Board of Directors of the Association, other than those matters finally
determined to have resulted from MNP's fraudulent behaviour.

Survival of Terms - The Association and MNP agree that clauses 9 and 10 will survive termination of the
engagement.