THIS AGREEMENT is made on the …………..day of………….20……., (hereinafter, “Effective Date”) entered into by the Company and the Client (Company and Client collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.
In consideration of covenants and agreements contained in this agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:
This agreement shall be valid from the Effective Date until termination.
The Services provided by the Company to the Client are of coaching/mentorship. The Client shall use reasonable good faith efforts in providing the Services and provide the Services per accepted industry standards.
The Client shall pay the Company $________________________ for the Services performed, which will be due on the _______________day of each month in respect of which the Contract Sum is payable.
Except as otherwise provided in this Agreement, the Company will have full control over working time, methods, and decision-making in relation to the provision of the Services per the Agreement. The Company will work autonomously and not at the direction of the Client. However, the Company will be responsive to the reasonable needs and concerns of the Client.
The Client agrees to indemnify, hold harmless and defend the Company and its directors, officers, employees, and agents from and against any action, claim, demand, or liability, including reasonable attorney’s fees and costs, arising herein. The Client agrees that the Company shall have the right to participate in and control the defense of any such claim through counsel of its choosing at the Client’s expense. In the event that the Company is held liable under this Agreement, their total liability shall not exceed any amounts paid by the Client to the Company herein.
The relationship of the parties hereto is that of an independent Contractor. Accordingly, the Parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this agreement or the transactions contemplated thereby.
The Client shall not transfer or assign this agreement without the Company’s consent. However, the Company may transfer or assign this agreement or subcontract its obligations hereunder at any time without the Client’s consent. If the Company does so, anyone to whom the Company transfers, assigns, or subcontracts any or all of its obligations will have all of the Company’s rights with respect to such obligations.
RETURN OF THE PROPERTY
Upon the expiration or termination of this Agreement or demand by the Company, the Client shall return any of the Company’s property to the Company, including but not limited to; documentation, records, or confidential information. All property should be returned in the same condition at issuance failure to which damages shall become payable. Reasonable wear and tear will be allowed. The Client shall reimburse Company for any Company property lost or damaged in an amount equal to the market price of such property.
Arbitration shall resolve any dispute under this agreement.
Either Party may terminate this Agreement, at any time upon giving the other Party no less than ________notice in writing. If a Party wishes to terminate the Contract with less than this stated period, the other Party reserves the right to charge costs that they have already paid in advance or incurred.
The termination of this agreement shall not discharge the liabilities accumulated by either Party.
Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.
All non-public, confidential or proprietary information of the Client, disclosed by the Client to the Company, 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 Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by the Client in writing. Upon the Client’s request, the Company shall promptly return all documents and other confidential materials received from the Client. The Client shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the Company at the time of disclosure, or (c) rightfully obtained by the Company on a non-confidential basis from a third party.
In addition, this Agreement is confidential and cannot be divulged to third parties, unless as provided by law, without the written consent of the Parties.
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. Except as otherwise provided, 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.
The Client hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.
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. Except where otherwise provided, failure by the Company to enforce any of these terms or conditions shall not be a waiver of their right to enforce them. No waiver by the Company of any breach of, or of compliance with, any condition or provision of this Agreement by the Client shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.
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. Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular. 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 the Alberta, Canada, and its Courts without regard to its conflict of law provisions.
Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the following addresses (including email) or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.
The Client acknowledges that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, the Client acknowledges that they have entered into this agreement with the capacity and authority to contract freely and voluntarily.
IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day and year set forth below.
Signed by the CLIENTSignature : ………………………………………………Name: ……………………………………………………Date:…………………………………………….……
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