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2.
AGREEMENT TO PROVIDE SERVICES
Agreement between Ben Walters (hereinafter called the "Contractor")

located at 7677 Grist Mill Road, Campbellcroft, ON, LOA 1B0 and The Nature
Conservancy of Canada, a corporation incorporated under the laws of Canada (hereinafter
called "NCC ") with an address for service at Po Box443 | London oN N6A 4w1
1. Term
This Agreement shall coflrmence on May 20,2016 and expire on August

31,2016, unless the term is extended by written agreement of the parties.
2. Early Termination
Notwithstanding section I above, this Agreement may be terminated upon

ten (10) days'prior written notice by either party in case of fundamental breach of the
other party's obligations hereunder.
The parties may agree mutually in writing to terminate this Agreement at

any time before its expiry.
3. Services
The Contractor agrees to provide, as an independent contractor, the

services described in Schedula "A", attached, to NCC. Both parties agree that this
Agreement does not create nor is it intended to create an employer-employee
relationship.
4. Best Efforts and Other Business Activities
When providing services to NCC, the Contractor will provide them in a

good and workmanlike manner and will devote his/herlits best efforts to the business of
NCC and promote its interests. It is understood and agreed that, during the currency of
this Agreement, the Contractor may be providing services to other organizations,
provided that provision of such services will not create a conflict of interest (actual or
potential, in the sole opinion of NCC) with the provision of services under this
Agreement.
5. Fees for Services
(a) The Contractor will provide NCC with an invoice on completion for
services rendered plus any applicable Harmonized Sales Tax to a total
maximum of $1500.
Lrs rD sT-oN-2010-141103 AG-ON-2016-150620

6. Expenses
The Contractor will be responsible generally for expenses and costs

incurred in connection with the provision of services under this Agreement. In particular,
as an independent contractor the Contractor will be responsible for its own Canada
Pension Plan, Employment Insurance, Workplace Safety and Insurance and Income Tax
contributions, all statutory or other deductions, taxes, premiums or contributions related
to the payments made hereunder, as well as the cost of any health benefits it may wish to
secure for its staff The Contractor will be responsible for providing work-related
materials and equipment required in providing services under this Agreement. Any
materials that may be provided by NCC for use during the term of this Agreement must
be returned promptly to NCC at the end of the term.
7. Record Keeping
The Contractor agrees to keep appropriate records documenting the time

spent on various projects for NCC and the activities and projects undertaken for NCC,
and agrees to make such records available for review by NCC promptly upon request.
8. Confidential Information
The Contractor acknowledges that all information about NCC's business

activities is proprietary to NCC and a valuable trade secret disclosure of which could
severely damage the economic interests of NCC. The Contractor agrees not to disclose
such information to anyone outside NCC, without the prior written consent of NCC,
except where such disclosure is necessary for the proper and bona fide execution of the
Contractor's duties hereunder. The Contractor's obligation not to disclose such
information without prior written consent will continue to apply after this Agreement has
terminated.
The Contractor agrees that all data and other work product generated by
the Contractor's work will be owned by NCC and will therefore be subject to the above
confidentiality provisions.
10. Release and Indemnification
The Contractor agrees to assume all risk of any kind whatsoever associated
with this Agreement and the performance of the services hereunder and hereby releases
NCC and its directors, officers, employees, agents and volunteers from all damages,
losses and injuries, including death, of any nature or kind whatsoever, incurred by the
Contractor and its directors, officers, employees, agents and volunteers, or any of them,
("the Releasors") and arising out of or in consequence of this Agreement and the
performance of any services hereunder by the Releasors, or any of them.
The Contractor further agrees to indemnify ancl save harmless NCC and its
directors, officers, employees, agents and volunteers from any and all claims, demands,
actions, causes of action, suits, expenses, costs, and legal fees whatsoever, which may be
LIS rD Sr-ON-2010-141103 AG-ON-2016-150620

4.
claimed against them or any of them due to any damage, loss or injury, including death,
of any nature or kind whatsoever, arising out of or in consequence of this Agreement or
of any act, omission or negligence of the Contractor and its directors, officers,
employees, agents and volunteers, or any of them, in the performance of services
hereunder.
Where required by NCC, the Contractor agrees to obtain and keep in force
during the currency of this Agreement, a general liability insurance policy in an amount
agreed upon by the Contractor and NCC and showing NCC as an additional insured.
11. Compliance with Laws and Policies
The Contractor shall be knowledgeable of and comply with the provisions

of all applicable legislation, By-Laws of local authorities and Regulations in the Province
of Ontario and shall specifically ensure that the Contractor and his/her/its employees are
knowledgeable of and performs all obligations imposed by the Occupational Health and
Safety Act or equivalent in the Province of Ontario.
12. Assienment
The Contractor will not assign this Agreement without the prior written
consent of NCC.
13. Governing Law
This Agreement shall be governed by the laws of the Province of Ontario.
IN WITNESS WHEREOF this Agreement has been duly executed by the parties hereto,
effective the day of May,2016.
The Nature Conservancy of Canada
Per:
Name:
Title:
CONTRACTOR:
Per:
Witness Name: Ben Walters
Lrs rD sr-oN-2010-141103 AG-ON-2016-150620

5.
SCHEDULE (.A"
SERVICES
1. The Contractor will provide the services of conducting a Breeding Bird Survey,
reporting to the NCC's Coordinator, Conservation Biology of Central Ontario Sub-
region, and indirectly to others as directed by the NCC's Program Director for NCC's
Central Ontario Sub-region.
The services will include, but are not limited to:
Conducting a Breeding Bird Survey of NCC's Webber property shown on the map
attached using the following protocol:
o The work will be done in accordance with the protocols of the Ontario
Breeding Bird Atlas.
o The record of observations for significant species will include the gps co-
ordinates of such observations.
o The highest level of evidence willbe sought for any species at risk observed.
o 2 diurnal visit with 1 point count survey.
o 1 nocturnal visit for Whip-poor-wi11s, CommonNighthawks, Owls etc.
o A final report including a table of point counts, breeding bird survey and event
visit results.
Lrs rD sT-oN-2010-141103 AG-ON-2016-150620

6.
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Lrs rD sr-oN-2010-141103 AG-ON-2016-150620

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2.

AGREEMENT TO PROVIDE SERVICES

Agreement between Ben Walters (hereinafter called the "Contractor")

This Agreement shall coflrmence on May 20,2016 and expire on August

Notwithstanding section I above, this Agreement may be terminated upon

The parties may agree mutually in writing to terminate this Agreement at

The Contractor agrees to provide, as an independent contractor, the

4. Best Efforts and Other Business Activities

When providing services to NCC, the Contractor will provide them in a

5. Fees for Services

Lrs rD sT-oN-2010-141103 AG-ON-2016-150620

The Contractor will be responsible generally for expenses and costs

The Contractor agrees to keep appropriate records documenting the time

The Contractor acknowledges that all information about NCC's business

10. Release and Indemnification

LIS rD Sr-ON-2010-141103 AG-ON-2016-150620

11. Compliance with Laws and Policies

The Contractor shall be knowledgeable of and comply with the provisions

13. Governing Law

This Agreement shall be governed by the laws of the Province of Ontario.

The Nature Conservancy of Canada

Lrs rD sr-oN-2010-141103 AG-ON-2016-150620

The services will include, but are not limited to:

Lrs rD sT-oN-2010-141103 AG-ON-2016-150620

Rice Lake Plain$

Lrs rD sr-oN-2010-141103 AG-ON-2016-150620

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