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***PLEASE BE ADVISED TO REVIEW THIS CONTRACT WITH A PROFESSIONAL IN ACCORDANCE WITH YOUR COMPANY POLICY***
THIS INDEPENDENT CONTRACTOR CONTRACT dated [INSERT DATE]
BETWEEN
Company X of .....Address..., Canada (the "Employer") and Name X (the "Contractor")
BACKGROUND
A. The Employer is of the opinion that the Contractor has the necessary qualifications, experience, and abilities to assist and benefit the Employer in its business
B. The Employer desires to employ the Contractor and the Contractor has agreed to accept and enter such employment upon the terms and conditions set out in this 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 parties to this Agreement agree as follows:
Commencement Date and Term
- The Contractor will commence employment with the Employer on the ____ the of [DATE] (the "Commencement Date").
- Subject to termination as provided in this Agreement, the Contractor's position is a temporary position and will end on the ___th day of [DATE]. the parties acknowledge that the various provisions of this Agreement survive the past termination of employment.
Job Title and description
- The engagement of the Contractor shall be as an independent contractor and not as an employee, agent, subsidiary or corporate affiliate of the Company and shall be for the Term between [LENGTH OF CONTRACT] and as defined in above unless earlier terminated pursuant to the terms of this Agreement. The Contractor hereby accepts such engagement. The Contractor will be expected to perform the following job duties.
[LIST RESPONSIBILITIES IN BULLET FORM]
- The Contractor agrees to be employed on the terms and conditions set out in this Agreement. The Contractor agrees to be subject to the general supervision of and act pursuant to the orders, advice and direction of the Employer.
- The Contractor will perform any and all duties that are reasonable and that are customarily performed by a person in the industry or business of the Employer.
- The Employer cannot unilaterally and significantly change the Contractor's job title and duties. The employer may make changes to the job title or duties of the Contractor here the changes would be considered reasonable for a similar position in the industry or business of the Employer. The Contractor's job title or duties may be changed by agreement and with the approval of both the Contractor and the Employer.
- The Contractor agrees to abide by the Employer's rules, regulations, and practices, including those concerning work schedules, ass they may be adopted or modified.
Contractor Compensation
- Subject to providing the Services as outlined above, the Contractor will be paid at the rate of $x per hour. The Compensation as stated in this Agreement does not include sales tax, such as Harmonized Sales Tax (HST) or other applicable duties as may be required by law. The Contractor will charge any sales tax and/or duties required by law to the Company in addition to the Compensation.
- The Company will be invoiced upon completion of services, with payment due within (5) business days of receipt of the invoice.
Place of Work
- The Contractor's primary place of work will be Location X.
Prices and Terms of Order; Confirmation and Acceptance of Orders.
- The Contractor shall quote only the prices, delivery schedules and other terms and conditions supplied by the Company and no deviations shall be made therefrom.
- The Employer may, in its sole discretion, cancel any order, either in whole or in part, at any time after acceptance by the Company and the Company shall be relieved of all of its obligations with respect to commissions and fees thereto, except for any commissions already due at time of cancellation from payments already made by customer which shall be paid to Contractor.
- The Contractor will provide the Contractor's services to the Company as an independent contractor and not as an Employe.
Accordingly
- The Contractor agrees that the Company shall have no liability or responsibility for the withholding, collection or payment of any taxes, employment insurance premiums or Canada Pension Plan contributions on any amount paid by the Company to the Contractor or amounts paid by the Contractor to its employees or contractors. The Contractor also agrees to indemnify the Company form any taxes, employment insurance premiums or Canada Pension Plan contributions.
- The Contractor agrees that as an independent contractor, the Contractor will not be qualified to participate in or receive any employee benefits that the Company may extend to its employees.
- The Contractor is free to provide services to other clients, so long as there is no interference with the Contractor's contractual obligations to the Company.
- The Contractor has no authority to and will not exercise or hold itself out as having any authority to enter into or conclude any contract or to undertake nay commitment or obligation for, in the name of or on behalf of the Company.
Termination
- The independent contractor relationship contemplated by this Agreement may be terminated by either party at any time. the Contractor agrees that no additional advance notice or fees in lieu of notice are required in the event that either party exercises their right to terminate
- all obligation to preserve the Company's Confidential Information, Intellectual Property and other warranties and representations set forth herein shall survive the termination of this Agreement.
Indemnification.
- The Company shall defend, indemnify and hold harmless the Contractor from and against any loss, liability, claim or damage (including reasonable attorneys’ fees and costs) relating to or arising from a breach of this Agreement by the Company.
- The Contractor shall defend, indemnify and hold harmless the Company, its officers, directors, members, employees and agents from and against any loss, liability, claim or damage (including reasonable attorneys’ fees and costs) relating to or arising from (i) any claim or allegation in connection with the marketing of the Services by the Contractor and (ii) a breach of this Agreement by the Contractor.
- The foregoing indemnities are conditioned on (i) prompt written notice by the party seeking indemnification; (ii) cooperation in the defense of the claim, demand or action; and (iii) the obtaining of the prior written approval of the indemnifying party of any settlement or offer of settlement.
Non-Disclosure
- The Contractor covenants and agrees that he shall not, during the Term of this Agreement, except in the performance of obligations hereunder, or at any time after the termination of this Agreement, communicate or disclose to any Person (other than the Company or its Affiliates and the Company’s agents, consultants, auditors or attorneys), or use for his account, without the prior written consent of the Company, any business information, observations, data, written material, records or documents relating to the business and affairs of the Company or any of its Affiliates, including, without limitation, any trade secrets, customer lists, information relating to sources of customers or prospects, financial, personnel and customer information, and any confidential information concerning the business or affairs of any supplier, creditor, lender, shareholder or customer of the Company or any of its Affiliates which was obtained or acquired by the Contractor during the Term of this Agreement. In addition, the Contractor shall not discuss the fees or other compensation received by the Contractor, or by any of the Company’s employees, salesmen or agents with any other person whether or not they are employed by the Company (except for confidential discussions with the Contractor’s accounting and legal advisors); nor shall the Contractor discuss sales achieved by the Company or any profit and cost information with any other party except as authorized by the President of the Company. The Contractor further covenants and agrees that the Contractor shall retain all such knowledge and information concerning the foregoing in trust for the sole benefit of the Company and its Affiliates and their successors and assigns.
Changes; Alterations.
- No change, alteration, modification or addition to this Agreement shall be effective unless in writing and properly executed by the parties hereto.
Applicable Law.
- This Agreement will be construed in accordance with and governed by the laws of province of Ontario. If any provisions of the Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof, which shall remain in full force and effect.
Entire Agreement.
- This Agreement, together with Confidentiality and Proprietary Information Agreement (NDA), represents the entire agreement between the parties and the provisions of this Agreement shall supersede all prior oral and written commitments, contracts and understandings with respect to the subject matter of this Agreement. This Agreement may be amended only by mutual written agreement of the parties.
Headings.
- The headings contained in this Agreement are for convenience of reference only and shall not constitute a part hereof or define, limit or otherwise affect the meaning of any of the terms or provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives, effective as of the day and year first above.
EMPLOYER
Name:_______________
Date:________________
CONTRACTOR
Name:_______________
Date:________________
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