INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the „Agreement”) dated this __________ day of
__________________, _________ between:
___________________________________________________________________________
________________________________________________________________ (the “Client”)
and:
___________________________________________________________________________
____________________________________________________________ (the
“Contractor”).

BACKGROUND

A. The Client is of the opinion that 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 this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and
obligations set forth in this Agreement, the receipt and sufficiency of which consideration is
hereby acknowledge, the Client and the Contractor (individually the “Party” and collectively
the “Parties” to this Agreement) agree as follows:

1. SERVICE PROVIDED
The Client hereby agrees to engage the Contractor to provide the Client with the following
services (“the Services”): ______________________________________________________
___________________________________________________________________________
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.

2. INDEPENDENT CONTRACTOR
This Agreement does not create a partnership or joint venture between the Client and the
Contractor.
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The Contractor must not act in any way other than as an independent contractor of the
Client.

3. PAYMENT
In consideration for the services to be performed by the Contractor, the Client agrees to pay
the Contractor ________________ for the completion of Services performed. The Services
provided by the Contractor shall be completed by ______________________, ________.
The Client will be invoiced when the Services are complete. Invoices submitted by the
Contractor of the Client are due within _________ day of receipt.
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 payment to the date of termination provided that there
has been no breach of contract on the part of Contractor.

4. TERM OF AGREEMENT
The term of this Agreement (the “Term”) will begin on the date of this Agreement and will
remain in full force and 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. TERMINATION
Either party may terminate this Agreement at any time by seven days written notice to the
other party. Termination prior to the expiry date by the Client will only have legal effect upon
payment to the Contractor of ________________ weeks average invoice payments as
liquidated damages. The client agrees to give the Contractor ______________ weeks notice
if the Agreement is not to be renegotiated at expiry.

6. REIMBURSEMENT OF EXPENSES
The Client will be required to pay the Contractor within _________ days of any Expense
after receiving an itemized expense statement from the Contractor. Upon request by the
Client, the Contractor may have to show any receipt(s) or proof of purchase for said
Expense(s).

7. RETURN OF PROPERTY

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Upon the expiry or termination of this Agreement, the Contractor will return to the Client any
property, documentation, records, or Confidential Information which is the property of the
Client.

8. CONFIDENTIAL INFORMATION
The parties agree that confidential information (the “Confidential Information”) disclosed to
the other party remains at all times confidential and each party
indemnifies the other in respect to all loss, damage, claim, liability, cost or expense suffered
by the discloser arising from any breach of this Agreement.
The Contractor shall not disclose and shall use its best endeavours to prohibit and prevent
the unintentional disclosure of any confidential information concerning the business,
strategic plan, methodologies or any other interests of the Client which may come to its
knowledge.
The Client acknowledge that the methodology and materials of the Contractor, unless in the
public domain, are to remain confidential to the Contractor unless otherwise specifically
agree in writing.

9. INTELLECTUAL PROPERTY
All intellectual property and related material, including any trade secrets, moral right,
goodwill, relevant registrations or applications for registration, and rights in any patent,
copyright, trade mark, trade dress, industrial design and trade name (the “Intellectual
Property”) that is developed or produced under this Agreement, will be the sole property of
the Client. The use of the Intellectual Property by the Client will not be restricted in any
manner.
The Contractor may not use the Intellectual Property for any purpose other than that
contracted for this Agreement except with the written consent of the Client. The Contractor
will be responsible for any and all damages resulting from the unauthorized use of the
Intellectual Property.

10. NOTICE
Unless otherwise specified in the Agreement or documents collateral to this Agreement, all
notices or communications of a contractual nature given in relation to this Agreement by
either party to the other party shall be in writing and delivered to the Parties at the following
addresses:

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a. The Contractor to:
__________________________________________________________
b. The Client to:
______________________________________________________________

11. INDEMNIFICATION
The Contractor shall indemnify and hold the Client harmless from any loss or liability from
performing the Services under this Agreement.

12. GOVERNING LAW

This Agreement will be governed by and constructed in accordance with the laws
__________________________________________________________________________.

13. HEADINGS
Headings are inserted for the convenience of the Parties only and are not to be considered
when interpreting this Agreement.

14. SEVERABILITY
This Agreement shall remain in effect in the event a section or provision is unenforceable or
invalid. All remaining sections and provisions shall be deemed legally binding unless a court
rules that any such provision or section is invalid or unenforceable, thus, limiting the effect
of another provision or section. In such case, the affected provision or section shall be
enforced as so limited.

15. WAIVER
Any waiver by the Client of a breach of any section of this Agreement by the Contractor shall
not operate or be construed as a waiver of any subsequent breach by the Contractor.

16. MODIFICATION OF AGREEMENT

No modification of this Agreement shall be valid unless in writing and executed by both
Parties.

17. ADDITIONAL TERMS AND CONDITION

________________________________________________________________
________________________________________________________________
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________________________________________________________________

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IN WITNESS OF THIS AGREEMENT the parties have executed this Agreement in duplicate on
the date set out at the head of the Agreement.

________________________________________
Name of Contractor

________________________________________
Signature of Contractor

________________________________________
Date

________________________________________
Name of Client

________________________________________
Signature of Client

________________________________________
Date

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