CONSULTING AGREEMENT

Effective as of <month>, <date>, <year>

Between: And: RECITALS: The Consultant has agreed to perform the Services in accordance with the terms and conditions contained in this Contract. NOW THEREFORE CLIENT AND THE CONSULTANT ACKNOWLEDGE, AGREE AND REPRESENT AS FOLLOWS: 1. Contract This Consulting Agreement includes this Contract Signing Form, and the following schedules: (a) (b) (c) 2. Schedule 1 Scope of Work Schedule 2 General Conditions Schedule 3 Contract Price, Payment and Schedule

Scope of Services The Consultant shall perform the Services required by, and comply with the requirements of, this Contract. Time for Performance It is understoond that Timely performance of the Services is a matter of paramount importance to Client. Accordingly, the Consultant shall perform the Services diligently in accordance with any milestones identified in Schedule 3 Contract Price, Payment and Schedule or elsewhere in this Contract. Contract Price and Payment Subject to this Contract, for the due and proper performance of the Services, including the discharge by the Consultant of all of its obligations in this Contract, Client shall pay to the Consultant the Contract Price in accordance with Schedule 3 Contract Price, Payment and Schedule. Notices All notices or other communications between the parties under this Contract must be in writing and given to an officer of the receiving party either personally (including by courier) or by fax, at the address and fax number for each party set out below or at any other address or fax number or to the attention of any other officer of which a party notifies the other party in accordance with this subsection 5.1.

3.

4.

5. 5.1

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Clinet: Client Address Fax: (<area code>) <fax number> Attention: <name or title>

Consultant:

5.2

<insert full legal name of Consultant> <insert address> Fax: (<area code>) <fax number> Attention: <name or title> All notices or other communications will be considered given when: (a) in the case of personal delivery or delivery by courier, when delivered; (b) in the case of mail, three days after they are postmarked; and (c) in the case of facsimile, on receipt by the sender of a transmission control report from the dispatching machine indicating that the transmission has been made without error.

The parties have signed this Contract with the intention of making it legally binding as of the Effective Date under the signature of their proper signing officers. Client
BUSINESS

By:
<Name of Signatory>, <Title of Signature> Date

APPROVED

Consultant By:
<Name of Signatory>, <Title of Signature> Date

By:

<Name of Signatory>, <Title of Signature>

Date

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SC HE DULE 1 SC OP E O F W ORK The Scope of Work consists of the following: (a) <Fully describe the Services to be performed.>

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SC HE DULE 2 G EN E RAL C ON DI TIO NS 1. Definitions In this Contract: Affiliate means a corporation that is owned or Controlled, directly or indirectly, by a party; Alternative Terms means any terms or conditions contained in any document which has been or may in the future be supplied to Client by the Consultant which are in addition to, different from, inconsistent with, or attempt to vary this Contract, whether such terms or conditions are set forth in the Consultant's bid, proposal, order acknowledgement, invoice or otherwise disclosed to Client; Arising Intellectual Property means any Intellectual Property Right made, or conceived of, by the Consultant (or any Sub-consultant) for the first time in connection with providing the Services, including, without limitation, any improvement or technology that builds upon any Background Intellectual Property; Background Intellectual Property means any Intellectual Property Right conceived, made, owned, or licensed by the Consultant prior to the Effective Date and not in furtherance of the Services; Confidential Information means the terms and conditions of this Contract and all knowledge and information concerning the technical, commercial and business operations of each party, or third party proprietary information in the custody and control of either party, which may be acquired by the other party in the course of negotiation or performance of this Contract; Consultant has the meaning set out on the Contract Signing Form or the Purchase Order (as the case may be); Contract means the Contract Signing Form or Purchase Order (as the case may be), together with: (a) all of the schedules attached to the Contract Signing Form or the Purchase Order (as the case may be) and all documents incorporated by reference into those schedules; and (b) all other amendments to this Contract from time to time, duly executed by the parties; Contract Price means: (a) where the Services are performed on a "fixed fee" basis, the aggregate or total contract price specified for the performance of the Services in Schedule 3 Contract Price, Payment and Schedule or the Purchase Order (as the case may be); or (b) where the Services are performed on an "hourly rate" basis, the aggregate or total contract price earned for performance of the Services, determined in accordance with Schedule 3 Contract Price, Payment and Schedule or the Purchase Order (as the case may be); Contract Signing Form means the Contract acceptance and signature form signed by the parties to which the Contract schedules are attached (if applicable); Control means the right of a person to: (i) exercise, directly or indirectly, 50% or more of the total voting rights associated with the shares or other comparable equity instruments that are then outstanding in another person; or (ii) appoint a majority of the directors or members to the board of directors, owners committee, supervisory board, supervisory committee or analogous governing body of another person; and Controlling and Controlled have corresponding meanings;
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Deliverables means any work product, report, study, written advice, drawing, specification or other document, data or deliverable, whether in written or electronic form, prepared by or on behalf of the Consultant with respect to the Services; Effective Date means the date first written on the Contract Signing Form or the Purchase Order (as the case may be); General Conditions means this Schedule of General Conditions attached to the Contract Signing Form or the Purchase Order (as the case may be); GST means the goods and services tax as provided for in the Excise Tax Act (Canada), or any successor or replacement Laws; Intellectual Property Right means any patent, patent pending, trademark, copyright, industrial design protection or any other intellectual property right, whether registered or unregistered, and includes any agreement, covenant or obligation relating to or governing the use or transfer of any such right; Laws means any applicable federal, provincial, or local law, regulation, bylaw, ordinance, rule, permit, license or code of every relevant jurisdiction that in any manner affects the Services or the performance of the Consultant's obligations under this Contract and any order, decree, authorization or approval, or other binding determination of any relevant governmental authority, body, tribunal or agency with jurisdiction over the foregoing; PST means the provincial sales tax as provided for in The Provincial Sales Tax Act (Saskatchewan), or any successor or replacement Laws; Purchase Order means the Client Purchase Order for the Services issued to the Consultant that references these General Conditions (where applicable); Services means the performance of all services set out in Schedule 1 Scope of Work or the Purchase Order (as the case may be) or otherwise required pursuant to this Contract; Site means any premises occupied by Client where the Services are to be performed; and Sub-consultant means any sub-consultant engaged by the Consultant in connection with the provision of the Services. 2. Law of the Contract The Laws of the Province of Saskatchewan (excluding its conflict of laws rules) and the Laws of Canada applicable in Saskatchewan govern the interpretation, validity and enforceability of this Contract. The Consultant agrees to submit to the jurisdiction of the courts of the Province of Saskatchewan. Entire Agreement This Contract constitutes the entire and only agreement between the parties, and supersedes and cancels all pre-existing agreements and understandings between the parties relating to the subject matter of this Contract. Client rejects all Alternative Terms. Clients acceptance of the Services is not an implied acceptance of any Alternative Terms, but if a court deems the Purchase Order to be an acceptance of the Consultants prior offer, the acceptance is conditional on the Consultant agreeing to this Contract.
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3. 3.1

3.2

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4.

Acceptance This Contract will be deemed accepted and legally binding when: (a) there is an agreement relating to the Services evidenced by the Contract Signing Form signed by the parties; or (b) in the case of a formal tender process, upon the Purchase Order being issued by Client and delivered to the Consultant; or (c) in the case of a Purchase Order issued after any other procurement or negotiation process, when Client issues and delivers the Purchase Order and the Consultant either: (i) delivers a signed Purchase Order or Purchase Order acknowledgement to Client; (ii) provides any part of the Services to Client; or (iii) accepts any payment from Client related to the Services; whichever occurs first. Service Requirements The Consultant shall: (a) have complete control over the proper performance of the Services and all persons involved in the Services, including approved Sub-consultants, if any, and shall be entirely responsible for the compliance with this Contract by all such persons; properly perform and complete the Services with diligence, skill and care to completion within the time set forth in this Contract; and ensure that the Services are performed under the supervision of appropriately qualified and experienced personnel and ensure that all persons engaged in performing the Services will be appropriately qualified and experienced for the tasks assigned to them.

5. 5.1

(b) (c)

5.2

The Consultant acknowledges and agrees that all Services must be performed by the Consultant in accordance with the requirements of this Contract and currently accepted prudent industry standards and practices for services of a similar nature in Client's industry having regard to the requirements of this Contract. Services Provided at the Site When any aspect of this Contract involves attendance at or the performance of Services at the Site, the following provisions apply: (a) the Consultant shall, and shall cause all persons involved in the Services at the Site to, comply with Client's security, safety, administrative and Site operational rules and regulations; the Consultant shall have complete control and responsibility for the safety and health of all persons involved in performing the Services at the Site, and shall take all necessary precautions to guard against any person being injured or damage to property during the performance of the Services; and the Consultant shall ensure that workers' compensation covers all workers engaged in performing the Services at the Site in accordance with The Workers' Compensation Act, 1979 (Saskatchewan).

6. 6.1

(b)

(c)

6.2

Any office space, communication services, hardware, software, administrative support, office supplies, or other similar items provided by Client to the Consultant: (a) are, and will forever remain, Clients sole property; and (b) shall be returned to Client in good condition (not including reasonable wear and tear) promptly when this Contract is terminated.

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7.

Additional Instructions Client may provide the Consultant with additional instructions as necessary for the performance of the Services. All such additional instructions must be consistent with the general scope and intent of this Contract and the Services must be performed in conformity with such additional instructions. In giving such additional instructions, Client may make minor changes in the Services, not inconsistent with the general scope and intent of this Contract. Compliance with Laws The Consultant shall: (a) comply with all applicable Laws in performing its obligations under this Contract; (b) provide Client with evidence of compliance with Laws when Client reasonably requests; and (c) comply with all applicable standard Client policies and procedures provided by Client in writing, in advance. Excusable Delays The Consultant shall not be liable for delays in the performance of the Services due to unforeseeable causes not within the Consultant's reasonable control; provided that, the Consultant immediately notifies Client in writing of any such delay. The Consultant shall take all reasonable steps to mitigate the effects of such delay and provide Client with prompt notice upon cessation of such delay. If such delay is or is expected to be more than 15 days, Client may cancel all or any portion of the Services by giving written notice to the Consultant. Upon such cancellation, Client shall pay the Consultant for the completed Services. Client shall have no further liability to the Consultant in relation to such cancellation. Sub-consultants The Consultant shall not employ any Sub-consultant to perform any Services, without Client's prior written consent. No subcontract by the Consultant, nor the granting of any approval or consent to subcontract by Client, relieves the Consultant of any of its liabilities or obligations under this Contract. The Consultant shall pay all proper invoices, claims and accounts of Subconsultants employed in connection with the Services. Payment of Invoices Each Consultant invoice must: (a) be only for the value of the Services performed as of the invoice date; (b) include separate subtotals for applicable PST and GST; (c) list the Services to which it relates; (d) include Client's Purchase Order number (if any); and (e) indicate the discount available to Client (if any) for making early payment within 10 days after receiving such invoice. Payment of all undisputed amounts of each invoice are due within 30 days after receipt of such invoice by Client, provided the Consultant is otherwise in compliance with this Contract. If the amount of any invoice is disputed by Client, Client shall give prompt notice of the disputed amount with reasons and will not delay payment of the remainder of the invoice. Full Compensation Except as otherwise expressly stated in this Contract, the Consultant accepts the Contract Price as full compensation for everything furnished and done by the Consultant under this Contract and fulfillment of all the Consultant's obligations under this Contract.

8.

9.

10.

11. 11.1

11.2 11.3 12.

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13.

Price Inclusive Subject to section 14 (Taxes) of these General Conditions, the Contract Price includes all taxes, contributions, assessments, licensing fees, insurance charges and any other charges whatsoever in connection with the Services. Taxes The Contract Price is exclusive of any applicable PST and GST required to be levied on the Contract Price. The Consultant shall: (a) promptly pay or remit to the appropriate governmental authority when due all applicable PST and GST; and (b) indemnify and save harmless Client from and against all such PST and GST or any assessments or other charges in relation to the Services or this Contract that may be payable to any federal, provincial, local or other taxing authority having jurisdiction. Remittances, Deductions and Holdbacks The Consultant shall pay and keep current all employer-related expenses, deductions and submissions relating to the Services, including, without limitation, workers compensation contributions, income tax remittances, employment insurance premiums, Canada Pension Plan contributions, and shall indemnify and save harmless Client from and against all such employerrelated expenses, deductions and submissions, including penalties and interest payable, due to the Consultant's failure to comply with this subsection 15.1. If Client is required by law to deduct or withhold any amount in respect of any taxes, duties or other charges to any government agency or third party for the account of the Consultant, Client may deduct the amount from any payment due to the Consultant under this Contract. The Consultant shall be solely responsible for taking whatever administrative steps are necessary for it to recover amounts deducted or withheld from the relevant government agency or other party. Records If any of the Contract Price is not payable as a fixed fee, the Consultant shall maintain, by generally accepted accounting methods, time sheets and records of reimbursable expenses. The Consultant shall make its books and records pertaining to the Services performed on an hourly rate basis and reimbursable expenses available for Clients audit and inspection upon request for a period of two years following completion of the Services or termination of this Contract. Set-off Despite any other provision of this Contract, Client may withhold, set-off or deduct from any amount otherwise due to the Consultant on any application for payment or make demand under any security available, any amount that is reasonably necessary to reimburse, indemnify or protect Client from any loss or damage resulting from or attributable to the Consultants breach of this Contract, or to reimburse Client for any amounts otherwise due and payable by the Consultant to Client under or arising from this Contract. Remedial Services The Consultant shall, at the Consultant's expense, re-perform any Services necessary to correct any errors, omissions, defects or deficiencies in the Services, including the Deliverables.

14. 14.1 14.2

15. 15.1

15.2

16.

17.

18.

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19.

Client's Right to Terminate Client may terminate this Contract by providing written notice to the Consultant, if the Consultant fails to comply with this Contract. Cancellation by Client Client may cancel this Contract, without cause, by providing written notice to the Consultant. Upon such cancellation, Client shall pay the Consultant for the completed Services performed, together with all actual direct expenses, charges and liabilities reasonably incurred by the Consultant as a result of such cancellation. Client shall have no further liability to the Consultant in relation to such cancellation. Rights on Termination or Cancellation Upon termination of this Contract pursuant to section 19 (Client's Right to Terminate) of these General Conditions or cancellation of this Contract pursuant to section 20 (Cancellation by Client) of these General Conditions, the Consultant shall promptly deliver to Client all Deliverables as they exist on the date of termination or cancellation (as the case may be) or in such other form as Client may reasonably require. Insurance Coverage The Consultant shall maintain commercial general liability insurance and automobile liability insurance, each with a limit of not less than $2,000,000 per occurrence. If the Services involve any professional services, the Consultant shall also maintain professional liability (errors & omissions) insurance with a limit of $1,000,000 each claim and aggregate. The terms of such insurance must be satisfactory to Client, acting reasonably and the Consultant will provide Client with satisfactory proof of such insurance coverage upon request. Limitation of Liability Regardless of any other provision of this Contract, the Consultant shall not be liable to Client in relation to this Contract, whether due to breach of contract, tort, negligence, warranty, strict liability or otherwise, for consequential damages, including, without limitation, loss of profits, loss of revenue or loss of anticipated business suffered or incurred by Client; provided however, that this limitation does not apply to claims relating to the Consultant's fraud, reckless or intentional misconduct, or gross negligence. Regardless of any other provision of this Contract, Client shall not be liable to the Consultant in relation to this Contract, whether due to breach of contract, tort, negligence, warranty, strict liability or otherwise, for consequential damages, including, without limitation, loss of profits, loss of revenue or loss of anticipated business suffered or incurred by the Consultant; provided however, that this limitation does not apply to: (a) (b) claims relating to Client's fraud, reckless or intentional misconduct, or gross negligence; and damages relating to Clients failure to pay, or late payment of the Contract Price.

20.

21.

22.

23. 23.1

23.2

23.3

Regardless of any other provision of this Contract, either party's liability to the other in relation to this Contract, whether due to breach of contract, tort, negligence, warranty, strict liability or otherwise, is limited to the Contract Price; provided however, that this limitation does not apply to claims: (a) for indemnity under section 25 (Intellectual Property) and under section 14 (Taxes) of these General Conditions; (b) for indemnity in respect of third party claims under section 24
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Consultant Indemnification) of these General Conditions; (c) relating to either party's fundamental breach of this Contract, fraud, reckless or intentional misconduct, or gross negligence; (d) to the extent that such claims are covered by insurance proceeds recovered under any contract of insurance to be maintained in accordance with this Contract, or that would have been recovered but for the Consultant's failure to maintain such insurance; and (f) relating to Clients late or non-payment of the Contract Price. 24. 24.1 Consultant Indemnification In this section 24 (Consultant Indemnification): Client includes Clients agents, officers, directors and employees, or any of them; and Claim means any claim, demand, action, cause of action, suit or proceeding. The Consultant shall indemnify and hold harmless Client from and against all liability, damage, losses, expenses or costs (including, without limitation, legal fees on a solicitor and own client basis), suffered or incurred as a result of Claims that are made, brought or prosecuted in any manner whatsoever against Client by a third party, to the extent any such Claim is based upon, arises out of, results from or is attributable to: (a) negligent acts or omissions, including, without limitation, gross negligence, strict liability, or willful, wanton or intentional misconduct of the Consultant, any Sub-consultant or anyone for whose acts or omissions any of them may be liable in performing the Services; or (b) a breach of this Contract by the Consultant. Intellectual Property The Consultant shall ensure that none of the Deliverables and the use of such Deliverables by Client or Client's Affiliates in accordance with this Contract constitutes or results in an infringement or violation of any Intellectual Property Right or any Laws. Any royalty, license fee or other charge payable to a third party in connection with the use of the Deliverables must be for the account of the Consultant, and the Consultant shall promptly pay such royalties, license fees and other charges and obtain any necessary licence authorizing such use. If Client or any of its Affiliates is required to pay any such royalty, licence fee or other charge, the Consultant shall promptly reimburse Client. The Deliverables are works for hire and are Clients sole property. The Consultant waives any moral rights it may have relating to the Deliverables. The Consultant may retain, in a secure location, one copy of all Deliverables solely for its records. The Consultant shall retain ownership of any Background Intellectual Property provided to Client as part of the Services. Client shall automatically have a world-wide, royalty-free, fully-paid, non-exclusive, perpetual, assignable licence to use any such Background Intellectual Property for any business purpose whatsoever, except that Client may not sub-licence the Background Intellectual Property, except in accordance with subsection 25.5 of this Contract. Any Arising Intellectual Property, as soon as it is conceived or made, will automatically vest in Client. On Client's request, the Consultant shall execute any formal assignment or other document required to give effect to this subsection 25.4.

24.2

25. 25.1

25.2

25.3

25.4

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25.5

Any license and right granted to Client pursuant to this section 25 includes the right of Client to retain third parties (under the same or substantially similar obligations of confidentiality imposed by this Contract) to use, for the benefit of Client, all or part of the Deliverables, solely to enable Client to exploit to full advantage any license or right of use granted to Client pursuant to this section 25. The Consultant shall not take any legal proceedings or other action against any such third parties engaged by Client for any such purpose set forth above, provided that the third party has acted within the scope of the license and obligations of confidentiality described in this section 25. The Consultant shall indemnify and save harmless Client, its Affiliates and their agents, officers, directors and employees from and against all claims, demands, actions, costs (including legal fees on an solicitor and own client basis and experts fees), expenses, judgments, losses, damages, suits or proceedings in any manner based upon, arising out of, resulting from or attributable to a claim or assertion by any person that the use by Client or its Affiliates of any portion of the Deliverables infringes or violates any Intellectual Property Right or Laws, provided that Client is using the allegedly infringing portion of the Deliverables in a manner consistent with the rights of use granted pursuant to this Contract. Confidentiality Each party shall keep all Confidential Information of the other party strictly confidential and shall only disclose Confidential Information as is required or permitted elsewhere in this Contract. Except as set out elsewhere in this section 26 (Confidentiality), without the prior written consent of the other party, each party shall: (a) not divulge to any third party any Confidential Information; (b) not make any commercial use whatsoever of any Confidential Information; and (c) only use Confidential Information solely for the partys performance of this Contract and in the case of Client, for the exercise of its rights of use granted pursuant to section 25 (Intellectual Property). The obligations of each party under this section 26 (Confidentiality) will survive the termination of this Contract until such time as the disclosing party agrees to release the recipient party from such obligations, but do not apply to Confidential Information that the recipient party demonstrates was: (a) at the time of its receipt by the recipient party or thereafter (but prior to its disclosure to a third party), public information or information known generally in the trade due to a reason other than the failure of the recipient party to comply with this section 26 (Confidentiality); in its lawful possession and not supplied by the disclosing party, prior to the recipient partys initial receipt hereunder; acquired lawfully by the recipient party from a third party not under any obligation of confidentiality to the disclosing party; or required by any applicable Laws to be disclosed, provided that: (i) prior to such disclosure, the recipient party gives notice to the disclosing party with the full particulars of the proposed disclosure; (ii) the recipient party only discloses such Confidential Information as it is advised by legal counsel is legally required to be disclosed; and (iii) the recipient party takes reasonable steps to obtain assurances that confidential treatment will be afforded to the Confidential Information disclosed.
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25.6

26. 26.1

26.2

26.3

(b) (c) (d)

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26.4

Only the employees, servants, agents, advisors, consultants, Affiliates or contractors of each party who have a need to receive Confidential Information for the performance of the partys obligations under this Contract, or for such partys internal business use, and in the case of Client, for the exercise of its rights of use granted pursuant to section 25 (Intellectual Property) of these General Conditions, may have access to Confidential Information and, each party shall cause each such employee, servant, agent, advisor, consultant, Affiliate or contractor to hold Confidential Information under the same or substantially similar obligations of confidentiality imposed by this section 26 (Confidentiality). For greater certainty, each party shall be responsible to the other party for any disclosure or use of Confidential Information contrary to this Contract by anyone to whom such party discloses Confidential Information. Client may disclose: (a) the Consultants name and the annual amount (if any) paid to it by Client under all agreements (as required by Crown Investments Corporation of Saskatchewan for the purposes of publishing its annual payee disclosure report); any Confidential Information to the Saskatchewan Provincial Auditor for the purposes of complying with The Provincial Auditor Act (Saskatchewan), or to Clients internal or external auditors for the purpose of obtaining proper and complete audits of Clients business and accounting practices; any Confidential Information as directed by any committee or advisory body of the Saskatchewan Legislature or Cabinet, including the Saskatchewan Rate Review Panel; and any Confidential Information as may be required pursuant to The Freedom of Information and Protection of Privacy Act (Saskatchewan).

26.5

(b)

(c)

(d) 26.6

In the event the recipient party becomes aware of a disclosure of Confidential Information that fails to comply with this Contract, the recipient party shall promptly: (a) give notice to the disclosing party with the full particulars of the disclosure; and (b) take all reasonable steps to mitigate the effects of such disclosure. Notwithstanding any other provision of this Contract, no Client Confidential Information nor any Personal Information of any Client Personnel or Client customers acquired by the Contractor in the course of the negotiation or performance of this Contract may be processed or stored outside of Canada by the Contractor, any Subcontractor, or a third party processor-service provider without the express written consent of Client, which consent may be withheld for any reason. For purposes of this section, Personal Information means personal information as defined in The Freedom of Information and Protection of Privacy Act (Saskatchewan); and Client Personnel means the employees, officers and directors of Client and those of its other contractors and subcontractors. The Consultant shall not make any public announcements or issue any press releases regarding this Contract without the prior written consent of Client.

26.7

26.8

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27.

Conflict of Interest The Consultant warrants that the performance of the Consultant's obligations under this Contract will not create or result in any conflict of interest as to any relationship (contractual, fiduciary or otherwise) which the Consultant may have with any third party. The Consultant shall notify Client of any actual or potential conflict of interest, and shall not create nor permit to exist any such conflict of interest during the performance of the Services. Notwithstanding the generality of the foregoing, in the performing the Services, the Consultant shall: (a) not submit a proposal for, or act as a sub-consultant for a proponent that submits a proposal for, any request for proposals issued by Client, or otherwise participate, or have any financial interest, in any contract relating to the Services; not accept commissions, allowances or other compensation either directly or indirectly from any third party in connection with the Services; provide independent and impartial advice to Client with respect to the Services; and cause any Sub-consultant to comply with the provisions of this section 27 (Conflict of Interest) of these General Conditions.

(b) (c) (d) 28.

Rights and Remedies Unless otherwise expressly provided in this Contract, each partys rights and remedies specified in this Contract are cumulative and are not exclusive of any other rights or remedies that a party may have, whether under this Contract, at law, in equity or otherwise. Independent Status of the Consultant The Consultant is an independent contractor and not an agent, employee, partner or representative of Client. Nothing contained in this Contract creates any contractual relationship between Client and any Sub-consultant nor an employment relationship between Client and any employee of the Consultant or any Sub-consultant. The Consultant has no authority to make any statement, representation or commitment of any kind, or to take any action, that is binding upon Client, except as is expressly consented to by Client in writing signed by Client's proper signing officers. If the Consultant or any director, officer, employee or agent of the Consultant or any Subconsultant is deemed or determined to be an employee of Client, then the Consultant shall indemnify Client against, and hold Client harmless from, all liability, costs and expenses for which Client becomes responsible as a result, including, without limitation, any penalties or interest imposed by any authority pursuant to any Laws. Waiver No waiver by Client of any provision of this Contract, nor consent by Client to any departure therefrom, shall in any event be effective unless it is signed by an officer of Client, and then shall be effective only in the specific instance and for the purpose for which such waiver was given.

29. 29.1

29.2

29.3

30. 30.1

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30.2

No: (a) review and approval made or given by or on behalf of Client under this Contact, including, without limitation, approval of any particular aspect of the Services; (b) order, instruction, representation, extension, advice given, comment, interpretation, determination, decision, review or check by or on behalf of Client or failure of Client to respond to correspondence; or (c) payment by or on behalf of Client; operate as: (i) acceptance of any other part of the Services or the Services overall; (ii) a waiver of any right, remedy, power or privilege of Client hereunder; (iii) relief from any of the Consultant's obligations under this Contract; or (iv) a modification, release, waiver or termination of, or otherwise affects, the warranties, guarantees or obligations or any other covenant or undertaking of the Consultant whether in contract or in tort. Modification No revision, modification or waiver of this Contract is binding on Client unless expressly agreed to in writing signed by an authorized representative of Client. No Assignment This Contract may not be transferred or assigned in whole or in part by the Consultant without the prior written consent of Client. Such consent will not relieve the Consultant of its obligations and liabilities under this Contract. Survival of Covenants, Representations and Warranties All provisions of this Contract which expressly or by their nature survive the termination of this Contract or the completion of the Services will continue in full force and effect after any termination of this Contract or completion of the Services. Enurement This Contract enures to the benefit of and is binding upon the parties and their respective successors and assigns (in the case of the Consultant, permitted assigns). Counterpart This Contract may be executed in one or more counterparts and may be executed and delivered by facsimile or electronic mail, and all the counterparts taken together constitute one and the same instrument and is effective when each of the parties has signed a copy of it, whether the same or different copies.

31.

32.

33.

34.

35.

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SC HE DULE 3 C O NT RACT PR IC E, P AYM E NT A N D S C HE DUL E 1. 1.1 Contract Price Subject to an adjustment to the Contract Price in accordance with this Contract, the Contract Price shall be an amount equal to the total price for all items of the Services to be performed by the Consultant calculated in accordance with this Schedule 3 - Contract Price, Payment and Schedule and paid by Client in accordance with the Contract. The Contract Price1 to be paid by Client for the complete performance of the Services: fixed sum of $<amount>; -OR at the hourly rates set out in the Rate Schedule set out in this Schedule 3 - Contract Price, Payment and Schedule.
1

1.2

Contract Price is in Canadian dollars and is exclusive of all applicable PST and GST required to be levied on the Contract Price.

2.

Rate Schedule Fill in all the applicable rates in the table below. No. 1 2 3 <Insert Position> <Insert Position> <Insert Position> Positions Rate (CDN $) $<amount> per hour $<amount> per hour $<amount> per hour

Milestones/Deliverables Schedule The Services shall be performed in accordance with the following schedule: Completion/Delivery Date <date> <date> <date> Total -OR The Services shall be completed on or before <insert date>.

No. 1 2 3

Milestone/Deliverable <Insert Milestone/Deliverable> <Insert Milestone/Deliverable> <Insert Milestone/Deliverable>

Payment Amount $<amount> $<amount> $<amount>

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3.

Reimbursable Expenses Client shall reimburse the Consultant for the following expenses reasonably and directly incurred in the performance of the Services: (a) transport, sustenance (excluding alcoholic beverages), and lodging in connection with the Services beyond <insert distance> kilometers of the Consultant's office based on the actual out-of-pocket cost of such expenditures, without mark-up, and provided that such travel was pre-approved in writing by Client; use of vehicles charged at $<amount> per kilometer in connection with the Services beyond <insert distance> kilometers of the Consultant's office; long distance telephone and facsimile communications at actual cost, without mark-up; reproduction of information, drawings, specifications, and other documents necessary to the Services at the rate of <amount> per page; courier and messenger services at actual cost, without mark-up; and other costs reasonably incurred by the Consultant where the Consultant has obtained Client's prior written approval.

(b)

(c) (d)

(e) (f)

Expenses described in subsections (a) and (f) must be supported by original receipts. Reimbursement for air travel will be based on economy class or seat sale fare. Upgrades to accommodations are not permitted unless pre-approved in writing by Client. 4. Invoicing and Payment (a) The Consultant may invoice Client: upon complete performance of the Services; -OR monthly in arrears based on the value of the Services performed during the preceding month; -OR upon completion of the "Milestones/Deliverables" identified in this Schedule 3 Contract Price, Payment and Schedule, for the corresponding "Payment Amount." (b) Client shall be entitled to a discount for early payment of <percentage of discount>% off the amount otherwise payable in respect of each invoice, excluding reimbursable expenses, if any. Client will pay each validly submitted invoice Net 30 days from the date of the invoice unless it takes advantage of the discount for early payment, in which case it will pay Net 10 days.
<Insert Ref #> | 16

(c)

<Insert Description of Project>

STND SS CNSLT AGRT 10 31 2013

(d) (e) (f)

Subject to subsection (f), the invoice date is the ruling date for determining whether Client may take advantage of a discount for early payment. On the invoice date, the Consultant must send a copy of the invoice to Client at a facsimile number provided by Client, and mail the original invoice to Client. If the Consultant fails to meet it obligation under subsection (e), the date the invoice is received by Client is the ruling date for determining whether Client may take advantage of a discount for early payment. All available discounts must be included on each invoice.

(g)

<Insert Description of Project>

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STND SS CNSLT AGRT 10 31 2013