1.1. This agreement shall be valid from the Effective date until termination.
1.2. The Agreement shall be in force for a fixed duration of 3 months at its commencement after which it shall be renewed on a monthly basis at the parties discretion.
2. SERVICES AND WORKS
2.1. Contractor shall provide such services to Contractee as theyContractee may
direct from time to time (“Services”) and produce and provide work
product as directed by the Contractee (“Works”).
2.2.Such Services and
Works shall be described in a Description of Work in the form attached
hereto as Schedule A (“Description of Work”).
2.3. Contractor agrees to
provide the Services and produce and provide the Works pursuant to
the description, schedule and other terms and conditions set out in
the applicable Description of Work.
2.4. The Contractor shall perform their services faithfully, diligently, per this agreement, to the reasonable satisfaction of the Contractee and per acceptable industry standards.
3. Fee, Payment and Expenses
In consideration for the provision of the Services and Works, Contractee
will pay Contractor certain fees (“Fees”) in the amount and in the
manner as set out in the Description of Work.
Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision-making in relation to the provision of the services per the Agreement. The Contractor will work autonomously and not at the direction of the Contractee. However, the Contractor will be responsive to the reasonable needs and concerns of the Contractee and comply with all the Contractee’s rules.
The Contractor shall be responsible for all expenses related to providing the Services and Works under this Agreement. This includes but is not limited to supplies, equipment, operating costs, business costs, employment costs, taxes, Social Security contributions/payments, disability insurance, unemployment taxes and other costs.
5. INTELLECTUAL PROPERTY
Contractor agrees that any intellectual property and associated rights owned, discovered, or developed by them, solely or jointly with others, in connection with their services performed under this Agreement, shall constitute works for hire and shall automatically, upon their creation or discovery, become the exclusive property of the Contractee.
6. RELATIONSHIP OF THE PARTIES
6.1. The relationship of the parties hereto is that of an independent contractor. Accordingly, the Parties hereto are not deemed employees, agents, partners, or joint venturers of the others for any purpose due to this agreement or the transactions contemplated thereby.
6.2. The Contractee is therefore not required to pay or make any contributions to any social security, local, state, or federal tax, unemployment compensation, workers compensation, insurance premium, profit-sharing, pension, or any other employee benefit for the Contractor during the term.
6.3. The Contractor is responsible for paying and complying with reporting requirements for all local, state, and federal taxes related to payments made to the Contractor under this agreement.
6.4. The Contractor hereby agrees that it will not represent to any third party that its engagement by the Company is in any capacity other than as an independent contractor.
The Contractor shall not transfer or assign this Agreement without the other Contractee’s consent which consent shall not be unreasonably withheld or delayed.
8.1. . A Party shall indemnify the other Party from and against all claim, loss, and damage caused by them in connection with this Contract.
8.2. In the event the claim, loss, or damage are caused jointly by the Parties, the claims, loss, or damage shall be borne by each Party in proportion to their degree of contribution to the claim, loss, or damage.
9.1. All non-public, confidential, or proprietary information of the Contractee whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by the Contractee in writing.
9.2. Contractee shall be entitled to injunctive relief for any violation of this section.
9.3. This Section does not apply to information that is:
(a) In the public domain;
(b) Known to Recipient Party at the time of disclosure, or ;
(c) Rightfully obtained by Recipient Party on a non-confidential basis from a third party.
9.4.This Agreement is confidential and cannot be divulged to third parties by a Party, unless as provided by law, without the written consent of the other Party.
10.1. For the duration of this Agreement, and subsequently for a duration of 2 years after termination of this agreement the Contractor shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, the Company’s Customers, any officer, director or employee or any person who had a material business relationship with the Company in the duration of this Agreement.
10.2. The Contractor further undertakes not to offer any services in the field of
vending or micro markets (the “Business”) or to directly or indirectly
solicit any customer to terminate or modify their relationship with the
Contractee or to move their relationship to any competitor who is in the
same line of business as the Contractee and who provides products and
services substantially similar to those offered by the Contractee.
11. RETURN OF PROPERTY
11.1 Upon the expiration or termination of this Agreement or demand by the Company, the Contractor shall return any of the Company’s property to the Company, including but not limited to; documentation, records, or confidential information.
11.2. All property should be returned in the same condition at issuance. However,this shall be subject to reasonable wear and tear.
12. FORCE MAJEURE
12.1. For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.
12.2. A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered a breach of this Agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this Agreement.
13.1. Notice given between the Parties pursuant to the provisions of this Agreement shall be in writing, at least 14 days in advance and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery as stipulated in this Agreement.
13.2. Any notice or other communication to either party shall be by personal delivery or shall be sent to
the address set out above or such other address or facsimile number as
such party may from time to time specify by notice in writing to the other
party in accordance with the notice provisions hereof.
13.3. Any notice delivered by registered mail shall be deemed to have been given
five (5) business days after the date of mailing, provided there is no strike
by postal employees in effect or other circumstances delaying mail
delivery, in which case notice shall be delivered by facsimile and shall be
deemed to be given on the day of transmission.
13.4. Actual notice shall
always be deemed to be sufficient notice.
14.1. Either Party may terminate this agreement at any time upon giving the requisite notice.
14.2. The termination of this agreement shall not discharge the liabilities accumulated by either Party.
14.3. The clauses: confidential Information; ownership; indemnity; termination; general provisions; warranties and representations are intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.
15. WARRANTIES AND REPRESENTATIONS
The Contractor warrants and represents to Contractee that:
(i) Contractor is
knowledgeable about the areas covered in the Description of Work and
will perform the Services and deliver Works in a professional and
workmanlike manner; and
(ii) Contractor’s work product will not be
obscene, libelous, or violate the right of privacy of any third party.
16. DISPUTE RESOLUTION
Parties agree to settle disputes under this agreement through Negotiation.
17. PARTIES’ ACKNOWLEDGMENTS
The Parties acknowledge that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, they acknowledge that they have the capacity to contract and enter into this agreement and that further, they have entered into this agreement freely and voluntarily.
18. GENERAL PROVISIONS
This Agreement may be amended only by the written consent of the Parties hereto.
If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
This Agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this Agreement. The parties will exercise utmost good faith in this Agreement.
Unless otherwise provided, failure by either Party to enforce any of the terms or conditions of this Agreement shall not be a waiver of their right to enforce the terms and conditions of this Agreement.
This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which constitute the same instrument.
The Article and Section headings in this Agreement are for convenience, and they form in no part of this Agreement and shall not affect its interpretation.
Any references herein to the masculine gender or the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
This Agreement shall be governed in all respects by the laws of Canada and its Courts without regard to its conflict of law provisions.
IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day and year set forth below.
Signed by the CONTRACTORSignature : Name:Date:…………………………………………….……
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