Independent Contractor Agreement (Canada) by OLL

INDEPENDENT CONTRACTOR AGREEMENT [FIXED-TERM]

THIS AGREEMENT is made as of [Date].

BETWEEN:

[Client Legal Name], [a corporation incorporated under the laws of [Province / Canada] / a sole proprietorship / a partnership] having its principal place of business at [Client Address]

(the "Client")

— and —

[Contractor Legal Name], [a corporation incorporated under the laws of [Province / Canada] / an individual / a sole proprietorship] of [Contractor Address]

(the "Contractor")

(each a "Party" and together the "Parties")

WHEREAS the Client wishes to engage the Contractor to provide certain services, and the Contractor has agreed to provide those services on the terms set out below;

NOW THEREFORE in consideration of the mutual covenants below, the Parties agree as follows:

Services

The Contractor will provide the services described in Schedule A (the "Services").

The Contractor will perform the Services in a professional and workmanlike manner, consistent with the standards generally observed in the Contractor's industry.

The Contractor will determine the method, details and means of performing the Services. The Client may specify the results to be achieved but will not control the manner in which the Contractor achieves them.

The Contractor will supply, at the Contractor's own expense, all tools, equipment and materials required to perform the Services, except as set out in Schedule A.

Term

This Agreement begins on [Start Date] and continues until [the Services are completed / [End Date] / terminated in accordance with section 14].

Include the following if the engagement is intended to renew: This Agreement will automatically renew for successive periods of [Renewal Period] unless either Party gives written notice of non-renewal at least [Notice Period] days before the end of the then-current term.

Fees and Payment

The Client will pay the Contractor the fees set out in Schedule B.

The Contractor will invoice the Client [monthly / on completion of each milestone / on completion of the Services]. The Client will pay each undisputed invoice within [Number] days of receipt.

All fees are exclusive of applicable GST/HST and other applicable taxes, which the Contractor will add to invoices where the Contractor is required to collect them.

Include the following if the Client wants a spending cap: The Contractor will not exceed [Cap Amount] in aggregate fees without the Client's prior written approval.

Include the following if late payment interest is required: Undisputed amounts not paid when due bear interest at [Rate]% per annum, calculated [monthly / daily] from the due date until paid.

Expenses

The Client will reimburse the Contractor for [pre-approved / reasonable] out-of-pocket expenses incurred in performing the Services, on production of receipts.

Include the following if expenses are not reimbursed: The Contractor is responsible for all expenses incurred in performing the Services and will not be reimbursed by the Client.

Independent Contractor Status

The Contractor is an independent contractor and not an employee, partner, agent or joint venturer of the Client. Nothing in this Agreement creates an employment relationship.

The Contractor is free to provide services to other clients during the term, provided doing so does not breach section 8 or section 16.

The Contractor is not entitled to any benefit provided by the Client to its employees, including vacation pay, statutory holiday pay, health benefits, pension contributions, or termination or severance entitlements.

The Contractor has no authority to bind the Client or to enter into any commitment on the Client's behalf.

Taxes, Deductions and Statutory Obligations

The Contractor is solely responsible for remitting all income tax, Canada Pension Plan contributions, and any other amounts payable in respect of the fees paid under this Agreement. The Client will not withhold or remit any amount on the Contractor's behalf.

The Contractor will maintain any registration, licence or permit required to perform the Services, including workers' compensation coverage where required in the province or territory where the Services are performed.

The Contractor will indemnify the Client against any assessment, penalty or interest arising from the Contractor's failure to comply with section 6.1 or 6.2.

Intellectual Property

All materials, works, inventions, designs, code and other deliverables created by the Contractor in performing the Services (the "Work Product") are owned by the Client on payment in full.

The Contractor assigns to the Client all right, title and interest in the Work Product, including all copyright, effective on creation.

The Contractor waives, in favour of the Client and anyone claiming through the Client, all moral rights in the Work Product.

The Contractor retains ownership of any pre-existing material owned by the Contractor and incorporated into the Work Product ("Background IP"), and grants the Client a perpetual, irrevocable, worldwide, royalty-free licence to use, modify and distribute that Background IP as part of the Work Product.

Include the following if the Contractor is to retain ownership and licence the work instead: The Contractor retains all right, title and interest in the Work Product and grants the Client a [exclusive / non-exclusive], [perpetual / [Term]-year], worldwide licence to use the Work Product for [Permitted Purpose].

Confidentiality

"Confidential Information" means non-public information disclosed by the Client to the Contractor in connection with the Services, whether or not marked confidential, including business plans, customer and supplier information, pricing, technical information and personal information.

The Contractor will keep Confidential Information confidential, use it only to perform the Services, and not disclose it to any third party without the Client's prior written consent.

Section 8.2 does not apply to information that is or becomes public through no fault of the Contractor, was known to the Contractor without obligation of confidence before disclosure, or is required to be disclosed by law or by a court or regulator — provided the Contractor gives the Client prompt notice where lawful to do so.

The obligations in this section survive termination for [Number] years, and indefinitely in respect of trade secrets.

Personal Information

The Contractor will collect, use, disclose and store personal information received from or on behalf of the Client only as necessary to perform the Services, and in accordance with applicable Canadian privacy legislation.

The Contractor will implement security safeguards appropriate to the sensitivity of the personal information.

The Contractor will notify the Client without delay on becoming aware of any unauthorised access to or disclosure of personal information in the Contractor's custody.

On termination, the Contractor will return or securely destroy all personal information in the Contractor's custody, at the Client's direction.

Representations and Warranties

The Contractor represents and warrants that it has the skill, experience and capacity to perform the Services; that performing the Services will not breach any obligation the Contractor owes to a third party; and that the Work Product will not infringe any third party's intellectual property rights.

The Client represents and warrants that it has the authority to enter into this Agreement and to grant any rights it grants under it.

Insurance

The Contractor will maintain, at its own expense, [commercial general liability insurance of not less than [Amount] per occurrence / professional liability (errors and omissions) insurance of not less than [Amount]] during the term, and will provide evidence of coverage on request.

Indemnity

The Contractor will indemnify the Client against any loss, damage, claim or expense arising from the Contractor's breach of this Agreement, negligence, or wilful misconduct.

Include for a mutual indemnity: The Client will indemnify the Contractor against any loss, damage, claim or expense arising from the Client's breach of this Agreement, negligence, or wilful misconduct.

Limitation of Liability

Neither Party is liable to the other for indirect, incidental, consequential, special or punitive damages, or for loss of profit, revenue or data, however caused.

Each Party's aggregate liability under this Agreement is limited to [the total fees paid or payable under this Agreement / the fees paid in the [Number] months preceding the claim / [Amount]].

Sections 13.1 and 13.2 do not limit liability for a Party's fraud, wilful misconduct, breach of section 8, or any liability that cannot be limited at law.

Termination

Either Party may terminate this Agreement on [Number] days' written notice to the other.

Either Party may terminate this Agreement immediately on written notice if the other Party commits a material breach and, where the breach is capable of being cured, fails to cure it within [Number] days of written notice.

Either Party may terminate this Agreement immediately on written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.

On termination the Client will pay the Contractor for Services properly performed up to the date of termination, and the Contractor will deliver to the Client all Work Product in its then-current state and return all Confidential Information.

Sections 6, 7, 8, 9, 12, 13 and 19 survive termination.

Subcontracting and Assignment

The Contractor may subcontract the Services [only with the Client's prior written consent / to qualified subcontractors, provided the Contractor remains responsible for their performance and binds them to obligations no less protective than sections 7, 8 and 9].

Neither Party may assign this Agreement without the other's prior written consent, except that either Party may assign it to a successor of all or substantially all of its business.

Non-Solicitation

During the term and for [Number] months after termination, the Contractor will not directly solicit [any employee of the Client with whom the Contractor had material contact / any customer of the Client with whom the Contractor had material contact] for the purpose of [employment / providing services competitive with the Services].

Section 16.1 does not prevent the Contractor from responding to a general advertisement not directed at the Client's personnel or customers.

Notices

Notices under this Agreement must be in writing and sent to the address or email set out above, or to any other address a Party notifies in writing. Notice is deemed received on delivery if delivered personally, on the next business day if sent by email before 5:00 p.m. local time in the recipient's jurisdiction, and [Number] business days after mailing if sent by prepaid mail.

Dispute Resolution

The Parties will attempt in good faith to resolve any dispute by negotiation between representatives with authority to settle, within [Number] days of written notice of the dispute.

If negotiation does not resolve the dispute, the Parties will refer it to mediation in [City, Province] before a single mediator agreed between them.

Include for binding arbitration instead of the courts: Any dispute not resolved under sections 18.1 and 18.2 will be finally resolved by arbitration before a single arbitrator seated in [City, Province], under [Arbitration Rules]. The award is final and binding.

General

This Agreement is governed by the laws of the Province of [Province] and the federal laws of Canada applicable in that province. The Parties attorn to the exclusive jurisdiction of the courts of that province.

Insert one of the common-law provinces or territories. This template is not drafted for Quebec.

This Agreement, together with its Schedules, is the entire agreement between the Parties and supersedes all prior discussions and agreements relating to its subject matter.

No amendment is effective unless in writing and signed by both Parties.

A failure or delay in exercising a right is not a waiver of that right.

If any provision is held unenforceable, it is severed and the remainder continues in force.

This Agreement may be executed in counterparts and delivered electronically, each of which is an original and all of which together form one agreement.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first written above.

Schedule A — Services

Scope of Services

[Describe the services to be performed]

Deliverables

Client-supplied items

List anything the Client must provide — access, materials, equipment, approvals — and the consequence of late provision.

[List items, or state "None"]

Acceptance

The Client will review each Deliverable within [Number] days of delivery and either accept it or provide written notice of the respects in which it does not meet the requirements of this Schedule. A Deliverable not rejected within that period is deemed accepted.

Schedule B — Fees and Payment

Option 1 — Time and materials

The Client will pay the Contractor at the rate of [Amount] per [hour / day].

The Contractor will record time in increments of [Increment] and provide a breakdown with each invoice.

Estimated total: [Amount]. This is an estimate and not a fixed price.

Option 2 — Fixed price, milestone-based

The Client will pay the Contractor a fixed fee of [Total Amount], payable against the milestones below on the Client's acceptance of the associated Deliverable under Schedule A.

Payment method

Payment will be made by [payment method] to [payment details].