INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (“Agreement”) is made and entered into by the undersigned parties _FAMILY PHYSIOTHERAPY CENTRE_ (the “Company”) AND _ARZAAN FIRDOSH IRANI_ (the “Contractor”) effective on _______________
In consideration of the promises, rights and obligations set forth below, the parties hereby agree as follows:
- SERVICES.
The Contractor shall perform the Services and provide resources with specific skills as specified in schedule 1.
- TERM/TERMINATION
This Agreement shall commence on ________________________ and continue effectively until _________________. Unless terminated by either party upon 30 days’ written notice, this Agreement shall continue in effect perpetually. It will be binding on the parties in perpetuity.
A regular, ongoing relationship of indefinite term is contemplated. The Client has no right to assign services to the Contractor other than as specifically contemplated by this Agreement. However, the parties may mutually agree that the Contractor shall perform other services for the Client, pursuant to the terms of this Agreement.
- COMPENSATION
3.1 Monthly Fee
Family Physiotherapy Centre agrees to pay the Contractor a monthly fee in accordance with Schedule 1 hereto. Charges for expenses and work that has not been discussed and agreed up-front, including but not limited to: overtime, self-education and travel shall not be paid by Family Physiotherapy Centre.
- Payment
Invoices shall rendered to Company by the Contractor on a calendar month basis and shall be payable by Company within 30 days after the receipt by Company thereof.
- RELATIONSHIP OF PARTIES
It is understood by the parties that the Contractor is an independent contractor with respect to the Client, and not an employee or partner of the Client. The Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the Contractor.
It is contemplated that the relationship between the Contractor and the Client shall be a non-exclusive one. The Contractor also performs services for other organizations and/or individuals. The Client has no right to further inquire into the Contractor’s other activities.
- CLIENT’S CONTROL.
The Client has no right or power to control or otherwise interfere with the Contractor’s mode of effecting performance under this Agreement. The Client’s only concern is the result of the Contractor’s work, and not the means of accomplishing it. Except in extraordinary circumstances and when necessary, the Contractor shall perform the Services without direct supervision by the Client.
- PROFESSIONAL CAPACITY.
The Contractor is a professional who uses his own professional and business methods to perform services. The Contractor has not and will not receive training from the Client regarding how to perform the Services.
- PERSONAL SERVICES NOT REQUIRED.
The Contractor is not required to render the Services personally and may employ others to perform the Services on behalf of the Client without the Client’s knowledge or consent. If the Contractor has assistants, it is the Contractor’s responsibility to hire them and to provide materials for them.
- INTELLECTUAL PROPERTY RIGHTS
The Contractor hereby irrevocably assigns to Company all right, title, interest and ownership throughout the world in any work product created or caused to be created by the Contractor hereunder and will cause all such rights in such work product created by the Contractor’s employees or subcontractors to be assigned to Company immediately upon the creation of the work product and at every stage of development of the work product. The Contractor also hereby irrevocably assigns to Company, and will cause its employees and subcontractors to irrevocably assign to Company, all ownership and other rights in and to all goods and materials, including copies and tangible embodiments of work product, developed for or delivered to Company during the provision of the Services. The Contractor hereby expressly and irrevocably waives, and will cause each of its employees and subcontractors to waive, any moral rights that the Contractor, its subcontractors or their respective employees may have with respect to the intellectual property rights in any work product.
- NO LOCATION ON PREMISES.
The Contractor has no desk or other equipment either located at or furnished by the Client. Except to the extent that the Contractor works in a territory as defined by the Client, his or her services are not integrated into the mainstream of the Client’s business.
- NO SET WORK HOURS
The Contractor has no set hours of work. There is no requirement that the Contractor work full time or otherwise account for work hours.
- EXPENSES PAID BY CONTRACTOR.
The Contractor’s business and travel expenses are to be paid by the Contractor and not by the Client.
- CONFIDENTIALITY
Contractor may have had access to proprietary, private and/or otherwise confidential information (“Confidential Information”) of the Client. Confidential Information shall mean all non-public information which constitutes, relates or refers to the operation of the business of the Client, including without limitation, all financial, investment, operational, personnel, sales, marketing, managerial and statistical information of the Client, and any and all trade secrets, customer lists, or pricing information of the Client. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. The Contractor will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Contractor, or divulge, disclose, or communicate in any manner any Confidential Information. The Contractor will protect such information and treat the Confidential Information as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, the Contractor will return to the Client all Confidential Information, whether physical or electronic, and other items that were used, created, or controlled by the Contractor during the term of this Agreement. This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.
- INJURIES
The Contractor acknowledges the Contractor’s obligation to obtain appropriate insurance coverage for the benefit of the Contractor (and the Contractor’s employees, if any). The Contractor waives any rights to recovery from the Client for any injuries that the Contractor (and/or Contractor’s employees) may sustain while performing services under this Agreement and that are a result of the negligence of the Contractor or the Contractor’s employees. Contractor will provide the Client with a certificate naming the Client as an additional insured party.
- INDEMNIFICATION
The Contractor agrees to indemnify and hold harmless the Client from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against the Client that result from the acts or omissions of the Contractor, the Contractor’s employees, if any, and the Contractor’s agents.
- NO RIGHT TO ACT AS AGENT.
An “employer-employee” or “principal-agent” relationship is not created merely because (1) the Client has or retains the right to supervise or inspect the work as it progresses in order to ensure compliance with the terms of the contract or (2) the Client has or retains the right to stop work done improperly. The Contractor has no right to act as an agent for the Client and has an obligation to notify any involved parties that it is not an agent of the Client.
- ENTIRE AGREEMENT
This Agreement constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this Agreement shall be deemed effective unless in writing and signed by the parties hereto.
- WAIVER OF BREACH
The waiver by the Client of a breach of any provision of this Agreement by Contractor shall not operate or be construed as a waiver of any subsequent breach by Contractor.
- SEVERABILITY
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
- APPLICABLE LAW
This Agreement shall be governed by the laws of Canada.
SCHEDULE 1
CHEDULE 1
THIS SCHEDULE dated October 3, 2021 (the “Schedule”) is the Agreement for Professional Services (the“Agreement”) executed by and between:
1. Family Physiotherapy Centre
2. ARZAAN FIRDOSH IRANI residing at _______________________________________ (hereinafter “Contractor”)
Services
The Contractor will provide the following services: _________________________________
Services Start
Contractor shall provide the Services hereunder beginning _____________ until cancelation notice by either party
Fees
Family Physiotherapy Centre shall pay the Contractor for Services performed a hourly rate of CAD $_____________per hour, on average 10 hours per month with maximum of up to 15 hours per month
Resource
The resource(s) to provide Services under this Schedule: ARZAAN FIRDOSH IRANI
Availability
The Services will be provided by the Contractor’s above named resource on a part-time time basis for the duration of this
Schedule. The Contractor shall only be paid for actual hours performed by the above resource to Company’ reasonable satisfaction.
IN WITNESS WHEREOF, the parties have caused this Schedule to be signed by their duly authorized
CLIENT
Name: _______________________
Signature: ________________________
Date: _______________________
CONTRACTOR
Name: _______________________
Signature: ________________________
Date: _______________________
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