CLA

<div>

<p class=MTBody><b>Scotiabank Contributor Licence Agreement</b></p>

<p class=MTBody>This Contributor Licence Agreement (this “<b>Agreement</b>”) is
entered into between The Bank of Nova Scotia (“<b>Scotiabank</b>”) and you or
the corporation you represent (“<b>You</b>” or “<b>Your</b>”), and constitutes
a binding legal agreement.</p>

<p class=MTBody>Please read this Agreement carefully, as this Agreement
clarifies the intellectual property of your open source contributions to
Scotiabank. This Agreement is designed to protect both You and Scotiabank.</p>

<p class=MTBody>You must be able to form a legally binding contract online,
either on behalf of a corporation or as an individual. Accordingly, You
represent that: (a) if You are agreeing to this Agreement on behalf of a
corporation, You have the legal authority to bind the corporation to this
Agreement; and (b) You are at least 18 years old (or the age of majority where
You reside, whichever is older), can form a legally binding contract online,
and have the full, right, power and authority to enter into and to comply with
the obligations under this Agreement.</p>

<p><span style='color:#010000'>1.<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;
</span></span><b>Definitions</b>.</p>

<p class=MTBody>“<b>Contribution</b>” means the computer software code (whether
in human-readable or machine-readable form), and any associated comments or
documentation, that You Submit to a Project under this Agreement for the
purpose of discussing and improving the Project, but excluding any computer
software code (whether in human-readable or machine-readable form), and
associated comments or documentation, that You have conspicuously marked or
otherwise designated in writing as “Not a Contribution”.</p>

<p class=MTBody>“<b>Project</b>” means any of the open source projects owned or
managed by or on behalf of Scotiabank.</p>

<p class=MTBody>“<b>Submit</b>” means any form of written, verbal or electronic
communication sent to Scotiabank or its representatives relating to a Project,
including communications to electronic mailing lists, source control systems
and issue tracking systems that are managed by or on behalf of Scotiabank or
its representatives.</p>

<p><span style='color:#010000'>2.<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;
</span></span><b>Your Submissions</b>. You agree that the terms of this
Agreement shall apply to Your present and future Contributions that You Submit
to a Project. </p>

<p><span style='color:#010000'>3.<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;
</span></span><b>Originality of Work</b>. You represent that each of Your
Contributions is entirely Your original creation. Should You wish to Submit
materials that are not Your original creation, You may Submit such materials
separately from any Contribution if You: (a) identify the complete details of
their source and of any licence or other restrictions (including, related
patents, trademarks, and licences) of which You are aware; and
(b)&nbsp;conspicuously mark such materials as being “Submitted on behalf of a
third party:” followed by the names of the third party and any licences or
other restrictions of which You are aware.</p>

<p><span style='color:#010000'>4.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;
</span></span><b>Grant of Copyright Licence</b>. Subject to the terms of this
Agreement, You hereby grant to Scotiabank, and any person who directly or
indirectly receives Your Contributions, a perpetual, world-wide, royalty-free,
non-exclusive, irrevocable licence to use, reproduce, make available, modify,
display, perform, distribute, sublicense, prepare derivative works of and
otherwise exploit Your Contribution and any derivative works thereof. </p>

<p><span style='color:#010000'>5.<span
style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;
</span></span><b>Grant of Patent Licence</b>. Subject to the terms of this
Agreement, You hereby grant to Scotiabank, and any person who directly or
indirectly receives Your Contributions, a perpetual, world-wide, royalty-free,
non-exclusive, irrevocable (except as stated in this section) patent licence to
make, use, sell, offer for sale, have made, import, and otherwise transfer Your
Contributions, whether alone or in combination with a Project, under Your
patent claims that are necessarily infringed by Your Contribution, whether
alone or in combination with the Project to which such Contribution was
Submitted. If any entity initiates litigation against You or any other entity
(including by way of a cross-claim or counterclaim) alleging that Your
Contribution, or the Project to which such Contribution was Submitted, directly
or indirectly infringes any patent, then any patent licences granted under this
Agreement for such Contribution or Project shall terminate as of the date such litigation
is filed.</p>

<p><span style='color:#010000'>6.<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;
</span></span><b>Moral Rights</b>. To the maximum extent permitted by
applicable law, You waive any moral rights that may subsist in Your
Contribution and agree to not assert such moral rights against Scotiabank or
any of Scotiabank’s licensees.</p>

<p><span style='color:#010000'>7.<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;
</span></span><b>Scotiabank’s Rights</b>. You agree that Scotiabank is not
obligated to use any of Your Contributions to a Project and may decide, at its
sole discretion, whether to include any of Your Contributions, in whole or in
part.</p>

<p><span style='color:#010000'>8.<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;
</span></span><b>Other Rights Reserved</b>. The parties reserve all rights not
expressly granted in this Agreement. No additional licences or rights
whatsoever (including any implied licences) are granted by implication,
exhaustion, estoppel or otherwise.</p>

<p><span style='color:#010000'>9.<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;&nbsp;
</span></span><b>Your Representations</b>. You represent that: </p>

<p><span style='color:#010000'>(a)<span style='font:7.0pt "Times New Roman"'>&nbsp;
</span></span>You have full power, authority and right to duly execute and
deliver this Agreement;</p>

<p><span style='color:#010000'>(b)<span style='font:7.0pt "Times New Roman"'>&nbsp;
</span></span>If You are a corporation, each of Your employees, as designated
by You in writing, is authorized to submit Contributions on behalf of the
corporation;</p>

<p><span style='color:#010000'>(c)<span style='font:7.0pt "Times New Roman"'>&nbsp;
</span></span>You are legally entitled to grant the licences set out in
Sections 4 and 5;</p>

<p><span style='color:#010000'>(d)<span style='font:7.0pt "Times New Roman"'>&nbsp;
</span></span>Where applicable, You have included complete details of any
licences or other restrictions (including related patents, trademarks, and
licences) of which You are aware and which are associated with any part of Your
Contributions;</p>

<p><span style='color:#010000'>(e)<span style='font:7.0pt "Times New Roman"'>&nbsp;
</span></span>You are not aware of any claims, allegations or assertions that
Your Contributions infringe or otherwise violate any third party rights; and</p>

<p><span style='color:#010000'>(f)<span style='font:7.0pt "Times New Roman"'>&nbsp;&nbsp;
</span></span>Where You have created a Contribution in the course of Your work
for Your employer or where Your employer owns the intellectual property rights
subsisting in Your Contribution, You have secured permission from Your employer
to Submit such Contribution.</p>

<p><span style='color:#010000'>10.<span style='font:7.0pt "Times New Roman"'>
</span></span><b>Disclaimer</b>. TO THE MAXIMUM EXTENT PERMITTED UNDER
APPLICABLE LAW AND UNLESS OTHERWISE AGREED UPON IN WRITING, YOU SHALL PROVIDE
YOUR CONTRIBUTIONS ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY
KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR
PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.</p>

<p><span style='color:#010000'>11.<span style='font:7.0pt "Times New Roman"'>
</span></span><b>Privacy.</b>  Scotiabank is committed to keeping your personal
information confidential and secure. The following link (<span
class=MsoHyperlink><a
href="http://www.scotiabank.com/ca/en/about/contact-us/privacy.html">http://www.scotiabank.com/ca/en/about/contact-us/privacy.html</a></span>)
explains how Scotiabank protects the privacy of Your information in Canada. 
Scotiabank may contact you with respect to matters relating to your
Contributions.</p>

<p><span style='color:#010000'>12.<span style='font:7.0pt "Times New Roman"'>
</span></span><b>Notice to Scotiabank</b>. You agree to notify Scotiabank
promptly and in writing of any facts or circumstances of which You become aware
that would make any representation in this Agreement inaccurate in any respect.</p>

<p><span style='color:#010000'>13.<span style='font:7.0pt "Times New Roman"'>
</span></span><b>Governing Law</b>. This Agreement is governed by and will be
construed in accordance with the laws of the Province of Ontario and the laws
of Canada applicable therein. For the purpose of all legal proceedings, this
Agreement will be deemed to have been made and performed in the Province of
Ontario and the courts of the Province of Ontario will have exclusive
jurisdiction to entertain any action arising under this Agreement. The parties
each hereby attorns to the jurisdiction of the courts of the Province of Ontario. 
To the extent permitted by applicable law, each party hereby waives the right
to trial by jury of any such suit, action or proceeding.</p>

<p><span lang=FR style='color:#010000'>14.<span style='font:7.0pt "Times New Roman"'>
</span></span><b>Choice of Language</b>. The parties confirm that it is their
wish that this Agreement, as well as all other documents relating hereto,
including all notices, be drawn up in the English language only.  <i><span
lang=FR>Les parties aux présentes confirment leur volonté que cette convention,
de même que tous les documents, y compris tout avis, qui s’y rattachent, soient
rédigés en langue anglaise</span></i><span lang=FR>.</span></p>

<p><span style='color:#010000'>15.<span style='font:7.0pt "Times New Roman"'>
</span></span><b>General</b>. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof and cancels and
supersedes any other understandings and agreements between the parties with
respect thereto, whether written or oral. The invalidity or unenforceability of
any of the terms of this Agreement, in whole or in part, shall not affect the
validity or enforceability of any of the other terms of this Agreement, all of
which shall remain in full force and effect. The section headings in this
Agreement are for convenience only and shall not be used to limit, construe or
interpret such sections. All references in this Agreement to the singular shall
be deemed to include the plural when the context so requires, and vice versa.
Where an expression is defined herein, another part of speech or grammatical
form of that expression has a corresponding meaning.</p>

</div>

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