SCHEDULE C

ADDITIONAL TERMS AND CONDITIONS

OSEG Foundation is a registered charity that hosts Gourmet on the Gridiron (the “Event”) at TD Place (the “Host Venue”). The Event is primarily designed to be outdoors. OSEG Foundation may, in its discretion, relocate some or all elements indoors or otherwise adjust the Event’s location, footprint, schedule, layout, format, or programming due to weather, safety, venue requirements, operational needs, or other reasonable circumstances. Any such adjustment will not constitute a breach of this Agreement, will not reduce or diminish any Sponsorship Assets, and will not entitle the Sponsor to any refund, rebate, or other remedy, except as expressly provided under the make-good provisions of this Agreement.

Acknowledgement – Scope of Rights. OSEG Foundation is authorized to provide the sponsorship assets described in Schedule A (the “Sponsorship Assets”). Unless expressly stated, the Sponsorship Assets do not include: (i) any teams or team events; (ii) any rights or assets of OSEG Foundation unrelated to the Event; (iii) any rights not owned or controlled by OSEG Foundation; or (iv) any rights or assets owned or controlled by TD Place, the Ottawa 67’s, the Ottawa REDBLACKS, or other affiliated or related entities. If OSEG Foundation is no longer authorized to provide any Sponsorship Asset, it will notify Sponsor. The affected Sponsorship Asset will be rescinded and the parties will use good faith efforts to agree on a mutually satisfactory “make-good” or substitute benefit of comparable value. If no substitute is agreed, OSEG Foundation will provide a mutually satisfactory monetary settlement (rebate, refund, or abatement) equal to the value of the affected portion of the Sponsorship Fee. Sponsor acknowledges that certain Sponsorship Assets may incidentally appear during non-sponsored events at the Host Venue, and such incidental appearance creates no obligation on OSEG Foundation.

Costs and Deliverables. Except as expressly provided, each party bears its own costs. Sponsor is solely responsible for the content (English and French), production, delivery, installation, and removal of Sponsor signage, advertising, and activation materials. Certain venue signage may be digital only. Sponsor is responsible for all applicable taxes relating to the Sponsorship Assets.

Hospitality Properties. Hospitality properties (if any) are subject to OSEG Foundation’s ticket terms and conditions posted at www.tdplace.ca/ticket-terms-conditions. Sponsor is responsible for its personnel, guests, and invitees. Any hospitality license expires automatically upon expiry or termination of this Agreement. Additional food/beverage items beyond the standard Event offering are at Sponsor’s cost.

Intellectual Property. Each party (the “Owning Party”) grants the other a fully paid, non-exclusive, royalty-free, worldwide license during the Term to use its Intellectual Property solely to perform this Agreement and to reflect the sponsorship association. All use requires prior written approval of the Owning Party and compliance with applicable brand guidelines and restrictions. Sponsor will use only OSEG Foundation marks provided and approved by OSEG Foundation. The license does not extend to third-party Intellectual Property (including any team, league, promoter, or artist). All Intellectual Property remains the property of the Owning Party. Each party represents it has the right to grant the foregoing license.

Use of Space – Venue Rules. Where Sponsor uses any space at or around the Host Venue for an activation or other Sponsorship Asset: Sponsor will keep the area safe, clean, and sanitary, and will return it in no less than the condition received (ordinary wear and tear excepted). Sponsor will not alter any area (including drilling, staking, painting, attaching, or defacing) without OSEG Foundation’s prior written approval. Sponsor will reimburse OSEG Foundation $200 plus actual costs, plus a 15% administration fee, for cleaning, repair, or replacement required due to Sponsor’s use. No outside food or beverage (except water or non-alcoholic sports drinks) may be brought into the Host Venue without written approval. No alcohol, cannabis, or illegal drugs may be brought into the Host Venue. Smoking and vaping are prohibited. OSEG Foundation may offer additional services at Sponsor’s cost, to be confirmed no later than 7 days prior. Any Event Production Notes provided by OSEG Foundation form part of this Agreement upon delivery.

Additional Agreements – Facility Use / Supply / Services. If applicable, Sponsor will enter into and comply with any of the following, each incorporated by reference: (a) a facility use agreement (for use of space), (b) a supply agreement (for non-food and beverage supply rights), and/or (c) a master services agreement (for operational services). Sponsor will deliver to OSEG Foundation, within 10 days of receipt, an executed copy of the applicable agreement(s) and required insurance certificates. If not delivered, the related Sponsorship Asset may be suspended until receipt (and, for supply/services, at OSEG Foundation’s discretion).

Parking. Parking is not provided unless expressly included. Any included parking may only be used during applicable Event periods and is subject to all venue and operator policies.

Annual Review and Fulfillment Report. If the Term includes multiple contract years, the parties may meet annually to review fulfillment and may adjust Sponsorship Assets within the overall sponsorship value by mutual written agreement. Within 60 days after a contract year ends, Sponsor may request, at Sponsor’s cost, a sponsorship fulfillment report, which may include attendance data (if collected), exposure summaries, and samples/images of Sponsor-branded collateral.

Compliance. Sponsor will operate professionally and safely, and will ensure its personnel, guests, and invitees comply with this Agreement and all applicable laws and policies, including those relating to labour, health and safety, forced labour and child labour, liquor (as applicable), privacy/data protection (including PIPEDA), and City of Ottawa signage and bilingualism requirements. Sponsor will obtain and maintain all required permits, licenses, and certifications and provide evidence upon request. Sponsor will reimburse OSEG Foundation for costs to repair damage beyond ordinary wear and tear caused by Sponsor or its personnel, guests, or invitees. Material breach of applicable venue or partner policies is “zero tolerance” and grounds for immediate termination.

Governing Rules. The parties will comply with any applicable league, governing body, promoter, or venue rules (the “Governing Rules”). Where a Governing Rule conflicts with this Agreement, the Governing Rule prevails and performance may be modified to ensure compliance, including signage adjustments for playoffs or special events.

Third Parties and Conflicts. Sponsor will not involve third parties in Sponsor programs under this Agreement without OSEG Foundation’s prior written consent. Sponsorship Assets may be limited, adjusted, substituted, or suspended due to commercial or operational conflicts, including major event exclusivities, schedule pre-emption (games/playoffs), third-party events not controlled by OSEG Foundation, changes to venue-related agreements/policies, or third-party rights beyond OSEG Foundation’s control.

Exclusivities. Any exclusivity must be expressly stated. Unless expressly provided, exclusivity does not extend to: (i) companies outside the relevant product category as their primary business; (ii) private-use client requested items; (iii) rights of the Host Venue or any OSEG Foundation affiliate; (iv) rights relating to OSEG Foundation programs or events other than the Event, (v) third-party rights not controlled by OSEG Foundation. Exclusivity does not restrict OSEG Foundation from entering hospitality or event hosting arrangements with companies in the product category.

Venue Redevelopment. If demolition or substantial renovations relating to the Host Venue (i.e. Lansdowne 2.0) materially adversely affect a Sponsorship Asset, OSEG Foundation will use good faith efforts to provide a mutually satisfactory “make-good” or substitute benefit of comparable value. If none is agreed, OSEG Foundation will provide a mutually satisfactory monetary settlement (rebate, refund, or abatement) equal to the value of the affected right.

Filming and Recording. Sponsor and its personnel, guests, and invitees will not film, record, or transmit from the Host Venue (including by drone) without OSEG Foundation’s prior written approval. Mobile phones may be used for strictly personal, private use. Sponsor grants OSEG Foundation permission to photograph and record Sponsor’s personnel, guests, and invitees at or around the Host Venue, and to use such media for training and promotional purposes.

Public Statements and Morals. OSEG Foundation may issue a bilingual media release announcing the sponsorship, subject to mutual agreement on content and timing. Neither party will make disparaging statements about the other. OSEG Foundation may terminate immediately on written notice if Sponsor conduct (including by its personnel, guests, or invitees) is reasonably considered immoral, deceptive, scandalous, obscene, unsafe, or likely to harm OSEG Foundation’s reputation or goodwill.

Default and Remedies. A “Default” includes insolvency events, unauthorized assignment, material breach (including non-payment), material breach of related agreements, or failure to correct unlawful or unsafe situations placing persons at risk. Unless a shorter cure period is reasonably required, Sponsor will have 5 business days after notice to cure. If not cured, OSEG Foundation may terminate on written notice. Upon termination for Default, all Sponsorship Assets are rescinded; Sponsor will vacate and remove its property within 10 days and restore affected areas (ordinary wear and tear excepted). Sponsor will pay outstanding Fees and other amounts due, including OSEG Foundation’s non-reimbursable costs and reasonable legal fees incurred due to the Default, as liquidated damages and not as a penalty. No refund will be provided.

Force Majeure. Neither party is responsible for failure or delay in performance caused by events beyond its reasonable control and not arising from its fault or negligence, including acts of God, fire, flood, power outage, strike or labour dispute, governmental restrictions, riot, war, or acts of civil or military authorities (each a “Force Majeure Event”). Lack of funds or credit does not constitute a Force Majeure Event. For clarity, weather conditions that can reasonably be managed through relocation, rescheduling, or operational adjustments of the Event – including moving the Event indoors – are not Force Majeure Events. Such adjustments are governed as set out at the top of this Schedule C. If a Force Majeure Event results in the Event being held at restricted capacity, materially modified, or cancelled, and such change materially impacts a Sponsorship Asset in a way that cannot be remedied through relocation or operational adjustment, the parties will use good faith efforts to determine a mutually satisfactory make-good or substitute benefit of comparable value. If no substitute benefit is agreed after good faith efforts, OSEG Foundation will provide a mutually satisfactory monetary settlement (rebate, refund, or abatement) equal to the value of the affected asset.

Termination and Expiry. Upon termination or expiry, all Sponsorship Assets are rescinded and any license to use space and Intellectual Property ends. Sponsor will vacate and remove its property within 10 days and return any areas in the same condition as received, ordinary wear and tear excepted. OSEG Foundation may re-grant sponsorship rights to third parties, without credit to Sponsor. If an applicable Third Party Services Agreement is terminated or expires (other than due to Sponsor Default), OSEG Foundation may terminate this Agreement effective the same date.

Assumption of Risk. Sponsor acknowledges inherent risks associated with attendance and activations at the Host Venue and assumes all risks for Sponsor and Sponsor’s personnel, guests, and invitees, including injury, illness (including communicable disease exposure), property damage, or death, to the fullest extent permitted by law, and waives claims against the OSEG Foundation Representatives.

Indemnification. Sponsor will indemnify, defend, and hold harmless the OSEG Foundation Representatives from third-party claims and related losses (including reasonable legal fees) arising from Sponsor’s breach or negligence, including activations, equipment, services, supply, and Intellectual Property, except to the extent caused by gross negligence of an OSEG Foundation Representative. This survives termination or expiry.

Limitation of Liability. OSEG Foundation will not be liable for special, incidental, indirect, or consequential damages, including lost revenue or other economic loss.

Insurance. Sponsor will maintain insurance consistent with industry best practice. Where required by OSEG Foundation (including for physical activations, products, equipment, or services), Sponsor will maintain commercial general liability insurance of not less than $5,000,000 per occurrence, naming as additional insureds: OSEG Foundation, Lansdowne Stadium Limited Partnership, Lansdowne Retail Limited Partnership, Ottawa REDBLACKS Limited Partnership, Ottawa 67’s Limited Partnership, Compass Group Canada Ltd., the City of Ottawa, and any other parties reasonably required. If alcohol is served or sold under this Agreement or a related agreement, Sponsor will maintain liquor liability insurance of not less than $5,000,000 per occurrence. Sponsor will provide certificates upon request. Receipt of a certificate does not reduce Sponsor’s obligations.

General. Authority: Each party has authority to enter and perform this Agreement. Confidentiality: The parties will keep the Agreement and confidential information confidential, subject to disclosure to representatives, authorities, legal requirements, or enforcement of rights. Independent Contractors: No partnership, joint venture, or agency. Assignment: Sponsor may not assign without consent; OSEG Foundation may assign to affiliates. Waiver / Severability: No waiver by delay; severability applies. Currency: CAD. Set-Off: OSEG Foundation may set-off amounts owing by Sponsor. Governing Law: Ontario and Canada (as applicable). No Affiliate Liability. Entire Agreement; Amendments: Entire agreement; amendments in writing signed by both parties. Counterparts: Electronic counterparts permitted.