Independent contractor agreement

A) The client is of the opinion that the contractor has the necessary qualifications, experience, and
abilities to provide services to the client.
B) The contractor is agreeable to providing such services to the client on the terms and conditions
set out in the agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth
in the Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the client
and the contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as
follows:

1. Consumer rights as outlined in the Ontario Consumer Protection Act, 2002 can be found at the
   end of the Agreement in Appendix A.
2. The Client hereby agrees to engage the Contractor to provide the client with the services set out
   in Schedule 1(the “Services”).
3. The services will also include any other tasks which the parties may agree on. The contractor
   hereby agrees to provide such services to the client.
4. The term of the agreement will begin on the date of this agreement and will remain in full effect
   until the completion of the services, subject to earlier termination as provided in this
   agreement. The term may be extended with the written consent of the Parties.
5. In the event that either party wishes to terminate this agreement prior to the completion of the
   services, that party will be required to provide 10 days’ written notice to the other party.
6. The parties agree to do everything necessary to ensure that the terms of this agreement take
   effect.
7. Except as other wise provided in this agreement, all monetary amounts referred to in this
   agreement are in CAD (Canadian dollars).
8. The contractor will charge the client a flat fee of _ for the goods and services
   provided.
9. A retainer of ___ is payable by the client upon execution of this agreement.
10. For the remaining amount, the client will be invoiced when the services are complete.
11. Invoices submitted by the contractor to the client are due within 5 business days of receipt.
12. In the event that this agreement is terminated by the client prior to completion of the services
    but where the services have been partially performed, the contractor will be entitled to pro rata

payment of the compensation to the date of termination provided that there has been no
breach of contract on the part of the contractor.

13. In the event that the agreement is terminated early by either party in accordance with clause 4,
    the contractor may invoice the client on a pro rata basis for work done up to and including the
    termination date.
14. The compensation as stated in the agreement does not include sales tax, or other applicable
    duties as may be required by law. Any sales tax and duties required by law will be charged to the
    client in addition to the compensation.
15. The contractor will be reimbursed from time to time for reasonable and necessary expenses
    incurred by the contractor in connection with providing the services.
16. All expenses must be pre-approved by the client.
17. A deposit, a payment made by a purchaser as confirmation of a contract, is forfeited to the
    seller if the purchaser refuses to carry through with the transaction.
18. Confidential information refers to any data or information relating to the client whether
    business or personal, which would reasonably be considered to be private or proprietary to the
    client and that is not generally known and where the release of that confidential information
    could reasonably be expected to cause harm to the client.
19. The contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose,
    any confidential information which the contractor has obtained, except as authorized by the
    client or as required by law. The obligations of confidentiality will apply during the term and will
    survive indefinitely upon termination of this agreement.
20. All intellectual property and related material, including any trade secrets, moral rights, goodwill,
    relevant registrations or applications for registration, and rights in any patent, copyright,
    trademark, trade dress, industrial design and trade name that is developed or produced under
    this agreement, will be the sole property of the client once all fees have been fully paid.
21. Removed
22. For a period of 12 months after the end of the term the contractor will rectify free of charge any
    defects present in the workmanship, labor, parts, or materials relating to the services. In
    addition, the contractor will assign any manufacturer’s warranties relating to such parts or
    materials to the client.
23. Removed
24. In providing the services under this agreement it is agreed that the contractor is acting as an
    independent contractor and no as an employee. The Contractor and the client acknowledge
25. Except as otherwise provided in this agreement, the contractor may, at the contractors absolute
    discretion, engage a third party sub-contractor to perform some or all of the obligations of the
    contractor under this agreement and the client will not hire or engage any third parties to assist
    with the provision of the services.
26. In the event that the contractor hires a sub-contractor:

• The contractor will pay the sub-contractor for its services and the compensation will remain
  payable by the client to the contractor.
• For the purposes of the indemnification clause of this agreement, the sub-contractor is an
  agent of the contractor.

13. Except as otherwise provided in this agreement, the contractor will have full control over
    working time, methods, and decision making in relation to provision of the services in

accordance with the agreement. The contractor will work autonomously and not at the direction
of the client. However, the contractor will be responsive to the reasonable needs and concerns
of the client.

28. Except as otherwise provided in this agreement, the contractor will provide at the contractor’s
    own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and
    any other items or parts necessary to deliver the services in accordance with the agreement.
29. The parties acknowledge that this agreement is non-exclusive and that either party will be free,
    during and after the term, to engage or contract with third parties for the provision of services
    similar to the services.
30. All notices, requests, demands or other communications required or permitted by the terms of
    this agreement will be given in writing and delivered to the parties at the following address:
    a. Name
    Address
    b. Name
    Address
31. Except to the extent paid in settlement from any applicable insurance policies, and to the extent
    permitted by applicable law, each party agrees to indemnify and hold harmless the other party,
    and its respective affiliates, officers, agents, employees, and permitted successors and assigns
    against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses,
    reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise
    out of any act or omission of the indemnifying party, its respective affiliates, officers, agents,
    employees, and permitted successors and assigns that occurs in connection with this
    agreement. This indemnification will survive the termination of this agreement.
32. Any amendment or modification of this agreement or additional obligation assumed by either
    party in connection with this agreement will only be binding if evidenced in writing signed by
    each party or an authorized representative of each party.
33. Time is of the essence in this agreement. No extension or variation or variation of this
    agreement will operate as a waiver of this provision.
34. The contractor will not voluntarily, or by operation of law, assign or otherwise transfer its
    obligations under this agreement without the prior written consent of the client.
35. It is agreed that there is no representation, warranty, collateral agreement or condition
    affecting this agreement except as expressly provided in the agreement.
36. This agreement will be governed by and construed in accordance with the laws of the province
    of Ontario.
37. In the event that ay of the provisions of this agreement are held to be invalid or unenforceable
    parts severed from the remainder of this agreement.
38. The waiver by either party of a breach, default, delay or omission of any of the provisions of this
    agreement by the other party will not be construed as a waiver of any subsequent breach of the
    same or other provisions.

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