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The Company engages the Contractor to provide the services described in Schedule A (the "Services") on the terms and conditions set out in this Agreement. The Contractor accepts the engagement and agrees to perform the Services diligently, competently, and in accordance with industry best practices.
The specific scope, deliverables, timelines, milestones, and acceptance criteria for the Services are detailed in Schedule A attached hereto. Each new project or phase may be documented in a subsequent Schedule, which shall be incorporated into this Agreement upon execution by both parties.
The Contractor shall perform the Services with the degree of skill, care, and diligence expected of a qualified professional in the same field. The Contractor shall comply with all applicable laws, regulations, and industry standards.
The Contractor is an independent contractor and not an employee, partner, agent, or joint venturer of the Company. Nothing in this Agreement creates an employment relationship. The Contractor shall not represent themselves as an employee of the Company.
The Company shall not control the manner and means by which the Contractor performs the Services. The Contractor determines their own working hours, methods, tools, and equipment, subject to agreed deliverables and deadlines.
The Contractor is not entitled to any employee benefits, including health insurance, vacation pay, workers' compensation, CPP employer contributions, or EI premiums. The Contractor is solely responsible for their own income tax, CPP self-employment contributions, GST/HST registration (if applicable), and any other statutory obligations.
The Contractor may, with the Company's prior written approval (which shall not be unreasonably withheld), engage sub-contractors to assist in performing the Services, provided that: (a) the Contractor remains responsible for the quality and timeliness of all work; (b) any sub-contractor is bound by confidentiality and IP obligations no less restrictive than those in this Agreement.
The Company shall pay the Contractor for the Services as follows:
(Check applicable compensation model)
The Contractor shall submit invoices on the [1st / 15th] of each month (or upon milestone completion) with detailed records of work performed. Invoices shall include: date(s) of service, description of work, hours worked (if hourly), and applicable taxes.
Invoices are due Net 30 from the date of receipt. Late payments accrue interest at 1.5% per month. All amounts are in Canadian dollars (CAD).
The Contractor is responsible for all applicable taxes on payments received. If the Contractor is a GST/HST registrant, they shall charge applicable taxes on invoices and provide their GST/HST registration number. The Company will issue a T4A to the Contractor if required by the Income Tax Act.
The Contractor is responsible for all costs and expenses incurred in performing the Services, unless specifically pre-approved in writing by the Company. Pre-approved expenses will be reimbursed at cost with receipts.
All work product, deliverables, inventions, software, code, algorithms, designs, models, documentation, and other materials created, conceived, or developed by the Contractor in connection with the Services (collectively, "Work Product") shall be the sole and exclusive property of the Company from the moment of creation.
The Contractor hereby irrevocably assigns to the Company all right, title, and interest in and to all Work Product, including rights under the Copyright Act, R.S.C. 1985, c. C-42, the Patent Act, R.S.C. 1985, c. P-4, and the Trademarks Act, R.S.C. 1985, c. T-13.
To the extent permitted by Canadian law, all Work Product is considered "work made in the course of employment" as contemplated by Section 13(3) of the Copyright Act. The assignment in Section 4.1 applies to any Work Product for which this doctrine does not automatically apply.
The Contractor irrevocably waives all moral rights (as defined in Section 14.1 of the Copyright Act) in all Work Product, to the maximum extent permitted by law.
Any pre-existing intellectual property of the Contractor that is incorporated into the Work Product must be identified in Schedule B and is licensed to the Company on a perpetual, irrevocable, royalty-free, worldwide, non-exclusive basis. If Schedule B is blank, the Contractor represents that no pre-existing IP is incorporated.
The Contractor shall not incorporate any open-source software into the Work Product without prior written approval from the Company, which shall include disclosure of the applicable open-source license and its implications.
The Contractor agrees to execute all documents and take all actions reasonably necessary to perfect the Company's ownership of Work Product, at the Company's expense, both during and after the term of this Agreement.
The Contractor shall not, during or after the term of this Agreement, use or disclose any Confidential Information except as expressly required for the performance of the Services. "Confidential Information" means all non-public information of the Company, including:
Confidential Information does not include information that: (a) is publicly available through no fault of the Contractor; (b) was known to the Contractor before disclosure; (c) is independently developed without use of Confidential Information; or (d) is disclosed pursuant to a legal requirement, provided the Contractor gives prompt notice to the Company.
Upon termination of this Agreement, the Contractor shall immediately return or destroy (with written certification of destruction) all Company materials, data, documents, and Confidential Information in any form.
The Contractor acknowledges that breach of this Section 5 would cause irreparable harm, and the Company is entitled to seek injunctive relief without proof of actual damages, in addition to any other available remedies.
Confidentiality obligations survive termination indefinitely for trade secrets and five (5) years for all other Confidential Information.
If the Services involve access to personal information (as defined in PIPA, S.A. 2003, c. P-6.5), the Contractor shall:
The Contractor shall not engage any sub-contractor or sub-processor to handle personal information without the Company's prior written approval. Approved sub-processors must be bound by equivalent privacy and data protection obligations.
During the term and for twelve (12) months following termination, the Contractor shall not, directly or indirectly:
The Contractor represents and warrants that:
The Contractor shall indemnify, defend, and hold harmless the Company, its officers, directors, and shareholders from and against any claims, damages, losses, costs, or expenses (including reasonable legal fees) arising from: (a) the Contractor's breach of this Agreement; (b) the Contractor's negligence or willful misconduct; (c) any claim that the Work Product infringes third-party IP rights; or (d) any claim arising from the Contractor's misclassification as an independent contractor (including employment-related claims and tax liabilities).
This Agreement commences on the Effective Date and continues until: (a) completion of the Services; (b) expiry of the term specified in Schedule A; or (c) termination in accordance with this Section.
Either party may terminate this Agreement by providing 14 days' written notice.
Either party may terminate immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure within 10 days of notice; (b) becomes insolvent or enters bankruptcy proceedings.
Upon termination:
This Agreement shall be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. Disputes shall be resolved through the dispute resolution process set out in the Company's standard terms, with arbitration in Edmonton, Alberta.
This Agreement, together with its Schedules, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements.
This Agreement may only be amended in writing signed by both parties.
If any provision is found unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions continue in full force.
The Contractor may not assign this Agreement without the Company's prior written consent. The Company may assign this Agreement in connection with a merger, acquisition, or corporate reorganization.
[Insert scope, deliverables, timelines, milestones, acceptance criteria, and compensation details]
[List any pre-existing IP incorporated into Work Product, or write "NONE"]