THIRD PARTY PRODUCT/SERVICE PROVIDER AGREEMENT
This THIRD-PARTY PRODUCT/SERVICE PROVIDER AGREEMENT (“Agreement”) is
entered into on [Date] by and between [Company Name A], a Canadian corporation,
with its principal place of business at [Address] (“Company A”), and [Company E], a
Canadian corporation, with its principal place of business at [Address] (“Provider”).
WHEREAS, Company A desires to engage Provider to provide certain IT and
Cybersecurity Solutions Software products and/or services to Company A, and Provider
is willing to provide such products and/or services exclusively to Company A, subject to
the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties agree as follows:
1. SCOPE OF SERVICES.
Provider shall provide certain IT and Cybersecurity Solutions Software products and/or
services to Company A, as set out hereinbelow:
i. [insert the services/products]
2. COMPENSATION.
Company shall pay Provider for the products and/or services provided by Provider as
set forth hereinbelow.
[insert payment schedule]
3. TERM AND TERMINATION.
This Agreement shall commence on the date first written above and shall continue until
terminated by either party upon thirty (30) days’ written notice to the other party.
Either party may terminate this Agreement immediately upon written notice to the
other party in the event of a material breach by the other party of any provision of this
Agreement.
4. CONFIDENTIALITY.
Provider acknowledges that in the course of performing its obligations under this
Agreement, it may have access to certain confidential information of Company. Provider
agrees to maintain the confidentiality of such information and to use such information
only in connection with the performance of its obligations under this Agreement.
5. WARRANTIES.
Provider warrants that (a) it has the right to enter into this Agreement and to provide
the products and/or services described herein, (b) the products and/or services
provided by Provider will be of good quality and free from defects, and (c) the products
and/or services provided by Provider will comply with all applicable laws, rules, and
regulations.
6. INDEMNIFICATION.
Provider shall indemnify, defend, and hold harmless Company and its officers, directors,
employees, and agents from and against any and all claims, damages, liabilities, costs,
and expenses (including reasonable attorneys’ fees) arising out of or in connection with
(a) any breach by Provider of any provision of this Agreement, (b) any claim that the
products and/or services provided by Provider infringe any third-party intellectual
property rights, or (c) any claim arising out of or in connection with the products
and/or services provided by Provider.
7. Independent Contractors.
Distributor Company B and Reseller Company C are independent contractors under this
Agreement. Neither party will have the right to bind or obligate the other party in any
manner, and nothing herein contained will give rise or is intended to give rise to any
partnership, joint venture, agency, or employment relationship between the Parties.
8. LIMITATION OF LIABILITY.
Provider’s liability to Company under this Agreement shall be limited to the total
amount of compensation paid by Company to Provider for the products and/or services
provided by Provider. In no event shall Provider be liable to Company for any indirect,
incidental, special, or consequential damages, including without limitation lost profits
or lost revenue, arising out of or in connection with this Agreement or the products
and/or services provided by Provider.
8. GOVERNING LAW AND JURISDICTION.
This Agreement shall be governed by and construed in accordance with the laws of the
Province of Ontario, Canada, without giving effect to its conflict of laws principles. Any
disputes, claims, or controversies arising out of or relating to this Agreement or the
breach, termination, enforcement, interpretation or validity thereof, shall be submitted
to and finally resolved by the courts of the Province of Ontario, Canada, which shall have
exclusive jurisdiction over any such disputes, claims, or controversies. The Parties
hereby submit to the exclusive jurisdiction of the courts of the Province of Ontario,
Canada, and waive any objection to such jurisdiction or venue based on forum non
conveniens or any other basis. The Parties further agree that any such dispute, claim, or
controversy shall be resolved without recourse to any form of class action, and that any
such dispute, claim, or controversy shall be adjudicated solely on an individual basis.
9. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes all prior agreements and understandings,
whether written or oral, relating to such subject matter. This Agreement may not be
amended or modified except in writing signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
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