Independent Contractor Agreement

THIS AGREEMENT IS ENTERED INTO BY:

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(the Company) - and

*
(the Consultant)

BECAUSE:
A. ". The Consultant is in the business of providing independent consulting services within the industry in which the Co pany operates! and The Co pany wishes to retain the services of the Consultant for itself and to assist with the needs of the Co pany#s clients!

NOW THEREFORE IN CONSIDERATION of the su of $%.&& now paid by each party to the other' the utual ter s and conditions contained in this Agree ent' and other good and valuable consideration (the receipt and sufficiency of which is hereby ac(nowledged) the parties agree as follows) Appointment %. The Co pany ay retain the Consultant fro ti e to ti e to perfor the *ervices as and when re+uired by the Co pany during the ter of this Agree ent. The Co pany is not re+uired to retain the Consultant at any ti e or for any a ount of ti e. The parties agree that this Agree ent will govern the ter s and conditions under which the Consultant will perfor the *ervices each ti e the Consultant is re+uested to perfor *ervices during the ter of this Agree ent.

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Services -. The Consultant agrees to be available to the Co pany to provide the following services to the Co pany and' when applicable' to its clients) .insert detailed description of services to be provided (the S !"#$ s). Additional and/or ore specific services ay be attached to this Agree ent fro ti e to ti e as *chedule A' and such services are hereby included as part of the *ervices. 0. 1f any other services are provided by the Consultant which are si ilar to or consistent with the *ervices' but are not specifically within the definition of the *ervices as defined in this Agree ent' and no new agree ent is entered into with respect to the provision of

-,such other services' then the *ervices as defined in this Agree ent will be dee ed to include such other services. Term 2. This Agree ent will co ence . . .

. . . upon it being signed by both parties . . .

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. . . on .insert date. . . . . . and will continue in full force and effect . . . . . . until ter inated by either party as provided in this Agree ent.
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. . . for . onths/.years ending on .insert date' unless earlier ter inated by either party as provided in this Agree ent. Examples:
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This Agree ent will co ence upon it being signed by both parties and will continue in full force and effect until ter inated by either party as provided in this Agree ent.

This Agree ent will co ence on .insert date and will continue in full force and effect for . onths/.years ending on .insert date' unless earlier ter inated by either party as provided in this Agree ent.

Payment and Invoicing 3. The Co pany agrees to pay the Consultant at a rate agreed to between the parties fro ti e to ti e. At the ti e of entering into this Agree ent' the parties ac(nowledge and agree that the rate will be $. .per hour/.per wor(ing day' together with any out-ofpoc(et e4penses per itted by this Agree ent.

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The Co pany agrees to pay the Consultant at a rate agreed to between the parties fro ti e to ti e. At the ti e of entering into this Agree ent' the parties ac(nowledge and agree that the pay ent ter s and schedule will be as follows) $.. 54a ple) The Co pany agrees to pay the Consultant $2'&&&.&& for the perfor ance of the *ervices during the ter of this Agree ent. This a ount will be paid by the Co pany paying the Consultant $2&&.&& per onth upon the receipt of onthly invoices over a period of %& consecutive onths beginning on the first day of 6ece ber' ,&&2' and continuing on the first day of each successive onth until the full $2'&&&.&& has been paid' together with any out-of-poc(et e4penses per itted by this Agree ent.

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The Consultant will provide the Co pany with an invoice for the perfor ance of the *ervices every . days/.wee(s .or upon co pletion of the *ervices. The Consultant will provide the Co pany with an invoice for the perfor ance of the *ervices on or about the last day of each onth during which the Consultant perfor ed any *ervices.

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9ay ent of the invoiced a ount will be. . . . . . due upon the Co pany#s receipt of the invoice.

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. . . due on the .-&th day of the

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onth following the date of the invoice.

. . . due within . days of the date that the Co pany receives the invoice.
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The Co pany will provide will provide pay ent within . days of the date the invoice was received by the Co pany. The Co pany ac(nowledges and agrees that if an invoice is not paid within the ti e provided' interest will accrue on the invoice at the rate of .,0; per year (.,; per onth). <oods and *ervices Ta4es' or such other applicable ta4es' which ay be payable by the Co pany with respect to the perfor ance of the *ervices have not been included in the prices and fees +uoted. The Consultant will advise the Co pany of its ta4ation registration nu ber(s) i ediately upon the Co pany#s re+uest. <oods and *ervices Ta4es will not apply to the invoices. All a ounts payable under this Agree ent will be in Canadian currency. All a ounts payable under this Agree ent will be in the currency of the country in which the *ervices are perfor ed.

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Expenses %,. The Consultant assu es responsibility for any and all e4penses arising fro this Agree ent' e4cept that the Co pany will pay for or rei burse the Consultant for . . . . . . those e4penses that are specifically agreed in writing to be paid by the Co pany upon receipt of invoices.
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. . . actual out-of-poc(et e4penses' if any' which are reasonably incurred by the Consultant for travel' eals and lodging relating to any *ervices which are perfor ed on behalf of the Co pany or its clients . iles or ore outside of .#s unicipal li its).

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. . . a travel allowance of .= per (ilo etre travelled by the Consultant in association with perfor ing the *ervices at such distant locations which have been previously agreed to in writing by the Co pany. Assistants %-.
(Note: If the Consultant is a Corporation it !ill have to hire at least one Assistant " the actual individual doing the !or# " consider the third option $elo!%&

The Consultant ay hire or appoint any e ployees' servants' assistants' contractors' subcontractors' agents or any other persons hired by the Consultant (the Ass#stants) to wor( on behalf of the Consultant.

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The Consultant is not per itted to hire or appoint any e ployees' servants' assistants' contractors' sub-contractors' agents or any other person (the Ass#stants) to wor( on behalf of the Consultant' without first obtaining the written consent of the Co pany.
(The follo!ing Clause should only $e considered if the Consultant is a Corporation )

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The Consultant ay not hire or appoint any e ployees' assistants' sub-contractors' agents or any other persons to wor( on behalf of the Consultant' other than the .9resident of the Consultant' .>ohn * ith (the Ass#stant)' as all of the *ervices ust be perfor ed directly by .>ohn * ith' and by no other person.
(The follo!ing Clause should only $e considered if the Consultant is an Individual )

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The Consultant ay not hire or appoint any e ployees' assistants' sub-contractors' agents or any other persons to wor( on behalf of the Consultant' as all of the *ervices ust be perfor ed directly by the Consultant' and by no other person.
(If you use the last optional clause a$ove indicating that no Assistants can $e hired then you can delete the follo!ing four clauses and delete any references to the 'Assistants( in other clauses !ithin the remaining clauses of this sample agreement%&

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1f the Consultant hires one or ore Assistants to perfor the *ervices in accordance with this Agree ent' then as a condition of the Consultant using' and continuing to use' such Assistants) a) the Assistants are bound by the ter s of this Agree ent' and if re+uested by the Co pany' each of the Assistants ust first enter into a written agree ent with the Co pany which is substantially si ilar to this Agree ent! the Consultant is entirely responsible for the hiring' re uneration' co pensation and supervision of the Assistants! and the Consultant will' in all respects) i. ii. be responsible for the direction and control of the Assistants! and be and re ain liable for the Assistants# actions or inactions.

b) c)

-2%2. %3. The Consultant will not be co pensated for any services perfor ed by any of the Assistants who have not co plied with the ter s of this Agree ent. The Consultant hereby ac(nowledges and agrees that it is solely responsible for the Assistants' and any inde nity referred to in this Agree ent will e4tend to the acts or failures of any Assistants or any other parties for who the Consultant is responsible at law. All references in this Agree ent to the Consultant with respect to the Consultant#s obligations' responsibilities' representations' warranties' liabilities and inde nities are dee ed to include the Assistants' whether or not Assistants are e4pressly entioned.

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Performance of Services %8. The Consultant represents and warrants that the Consultant has the necessary s(ill and co petence to perfor the *ervices' and that the *ervices will be perfor ed in a co petent and professional anner which is consistent with the policies and directives of the Co pany and in accordance with the best odern ethods' standards and practices' in full co pliance with the ter s of this Agree ent and in a anner which is in the best interests of the Co pany and its clients. 54cept as provided by this Agree ent' the Consultant will be free to deter ine the anner or prescribe the ethod of perfor ing the *ervices' and to deter ine the hours of the day during which the Consultant will perfor the *ervices. ?owever' the Consultant agrees that' to the e4tent possible' the Consultant will be available to the Co pany during nor al business hours' or at any other specified ti es as and when reasonably re+uested by the Co pany and agreed to by the Consultant. The Consultant will a(e any reports to the Co pany or any authori@ed agency of govern ent as ay be re+uested by the Co pany or otherwise re+uired fro ti e to ti e. 1f the Consultant suffers an illness or personal e ergency' then the Consultant will have the right to suspend the perfor ance of the *ervices until such ti e as the *ervices can be rescheduled at a utually agreeable ti e. The Consultant agrees to give the Co pany at least eight hours notice of any illness or personal e ergency resulting in the Consultant#s need to postpone any *ervices. 1f the Co pany or a client is not satisfied with the Consultant#s perfor ance of the *ervices for any reason' then the Consultant agrees to i ediately cease doing any wor( for the Co pany or its client' and to i ediately vacate the Co pany#s pre ises or' if applicable' the client#s pre ises' upon being re+uested by the Co pany or its client to do so. The Consultant agrees that the Co pany ay conduct periodic perfor ance appraisals' either by direct evaluation or through client feedbac(' and the Consultant agrees to a(e any reasonable adAust ents re+uested to the Consultant#s practices and approaches' and to attend at any training se inar as ay be re+uested by the Co pany' at the e4pense of the Co pany.

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-3Compliance !ith the )a! and )icenses ,0. The Consultant will at all ti es' in the perfor ance of this Agree ent' co ply with and obey all applicable laws' regulations' rules and standards i posed by any board' body or govern ent agency having authority over the Consultant in the perfor ance of the *ervices and' in particular' the Consultant will obtain' at the Consultant#s own cost' any licenses' per its or registrations which ay fro ti e to ti e be re+uired by any (.govern ental) authority to carry on the Consultant#s business or perfor the *ervices. At the re+uest of the Co pany' the Consultant will provide proof of such licenses' per its and registrations to the Co pany.

*arranty ,2. Bnce any *ervices have been co pleted' the Consultant will' as soon as possible' repair any defects or faulty aterial or wor( anship discovered by the Co pany or any of its clients and reported in writing to the Consultant within . days after the *ervices have been co pleted.

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Cor greater certainty' there is no warranty' e4press or i plied' with respect to any aterials used in providing the *ervices. To the e4tent possible' the Consultant will atte pt to assist the Co pany in obtaining the benefit of any anufacturer#s warranties pertaining to any defective aterials. Any costs incurred by the Co pany in this regard will be borne solely by the Co pany.

+E,uipment ,3. ,7. The Consultant will use its own e+uip ent or lease e+uip ent fro E%u#pm nt). the Co pany (the

The Consultant is responsible for and will' at its own e4pense' aintain and (eep the 5+uip ent in good' clean and safe wor(ing condition in confor ity with the laws of all Aurisdictions in which the 5+uip ent is used. The Consultant will allow the Co pany' at all reasonable ti es' to inspect any 5+uip ent the Consultant uses pursuant to this Agree ent. The Consultant will ensure that all licences are affi4ed or otherwise properly carried during the perfor ance of the *ervices.

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+-ualified .rivers ,:. The Consultant is and will be a person who +ualifies under' and co plies with' all laws and regulations in the Aurisdiction in which he drives and who co plies with the ter s of this Agree ent. 1n the event that a person ceases to be a +ualified driver as prescribed by this Agree ent' the Consultant will i ediately replace such person with so eone who is +ualified and authori@ed as an Assistant under this Agree ent. *uch replace ent will be at the e4pense of the Consultant.

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-7Company/s Covenants -%. The Co pany agrees that it and all of its representatives' agents' e ployees and subcontractors will perfor all wor( on the proAect site in accordance with all applicable laws' including' without li itation' the Occupational Health and Safety Act (Alberta)' and all regulations' rules and standards i posed by any board' body or govern ent agency having authority over the Co pany and its representatives' agents' e ployees and sub-contractors. The Co pany agrees to aintain a safe and healthy wor( site.

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The Co pany agrees to provide ti ely approval of all purchases reasonably re+uired to be ade by the Consultant. The Co pany agrees to arrange and attend wee(ly eetings with the Consultant.

.The Co pany agrees to ensure that all wor( that could affect the provision of the *ervices will be properly co pleted before the co ence ent of the *ervices' in accordance with all applicable laws' regulations' rules and standards i posed by any board' body or govern ent agency' including all applicable building codes. 1f any such wor( has not been co pleted in accordance with this Agree ent' then the Co pany will a(e i ediate arrange ents to rectify any deficiencies.

0!nership of 1aterials -3. The Consultant ac(nowledges and agrees that it will obtain no right' title or interest in the copyright or other proprietary rights in any aterials' of any nature' which are owned or created by the Co pany' in whole or in part.
&Opt#on A: t' Company o(ns mat !#als $! at ) *y t' Consultant+

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The Consultant ac(nowledges and agrees that all right' title and interest' including any copyright or other intellectual property rights' in and to any contributions or aterials and data created or provided by the Consultant on behalf of the Co pany' including the wor(s' creations' designs' drawings' innovations' discoveries' inventions' and reali@ations' as well as their adaptations' i prove ents and odifications' whether such are protected or not by any applicable law when ade' conceived' created or reali@ed by the Consultant' in whole or in part' during the ter of and pursuant to this Agree ent (the Cont!#*ut#ons)' are the sole and entire property of the Co pany! a) The Consultant agrees to and does hereby assign to the Co pany all of the Consultant#s right' title and interest in any and all Contributions. At the e4pense of the Co pany' the Consultant will render whatever assistance ay be necessary for the Co pany to secure the patent' copyright' trade ar( or other such protection for the Contributions or for any aterial associated with it! and The Co pany will retain all proprietary interests in the Contributions' and the Consultant#s right to use the Contributions is li ited by the ter s of this Agree ent' and any use or reproduction of such by the Consultant' in whole or in part' is strictly prohibited' e4cept as is e4pressly per itted by this Agree ent or with the prior written consent of the Co pany.

b)

-8o! &Opt#on B: t' Consultant o(ns mat !#als $! at ) *y t' Consultant+

The Co pany agrees that all right' title and interest' including any copyright or other intellectual property right' to any aterials' designs and data created or provided by the Consultant for use pursuant to this Agree ent (the Cont!#*ut#ons) will be retained by the Consultant . . . . . . ! however' the Consultant ac(nowledges and agrees that the Co pany ay forever fully use and enAoy the Contributions for the operation of its business' at no cost to the Co pany.
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. . . ' and any use or reproduction of such by the Co pany' in whole or in part' is strictly prohibited e4cept with the prior written consent of the Consultant.
Compare the first three clauses under the Confidentiality and Non2Solicitation heading $elo! !ith the first t!o clauses under the same heading of the sample Independent Contractor Agreement included !ith this 3it (hard copy only&%

Confidentiality and Non2Solicitation -8. The parties ac(nowledge and agree that) a) all na es and details about any of the Co pany#s custo ers and clients' and all infor ation' docu entation' records and data received by the Consultant relating to the Co pany#s progra s' business or services are confidential! and the Consultant will ac+uire (nowledge and confidential and proprietary infor ation which relates to the conduct and details of the Co pany and which will result in irreparable inAury to the Co pany if it were disclosed to any other person

b)

(subclauses a) and b) above are referred to together as the Con,#) nt#al In,o!mat#on). -:. The Consultant will not do any of the following for any purposes other than those of the Co pany' without the e4press prior written approval of the Co pany) a) b) c) 0&. copy' deal with' e4ploit or otherwise use all or any part of the Confidential 1nfor ation! disclose or reveal' directly or indirectly' all or any part of the Confidential 1nfor ation to any person! or atte pt to direct any e ployees' custo ers or clients away fro directly or indirectly. the Co pany'

The Consultant will assu e full responsibility and liability for any unauthori@ed use of the Confidential 1nfor ation by any person' fir or corporation to who the Consultant ay have disclosed the Confidential 1nfor ation' directly or indirectly. 54cept as otherwise per itted by this Agree ent' the Consultant will not perfor any *ervices directly or indirectly for or on behalf of any of the Co pany#s for er' e4isting or proposed custo ers or clients in any anner whatsoever during the period

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-:co encing on the date of this Agree ent and ending at any ti e within the period of . onths/years following the ter ination of this Agree ent without the prior written approval of the Co pany. 0,. The Consultant has carefully read and considered the provisions of this Agree ent pertaining to non-disclosure and non-solicitation and' having done so' agrees that the restrictions set forth in this Agree ent are fair and reasonable' and are reasonably re+uired for the protection of the interests of the Co pany. The Consultant further ac(nowledges that the inclusion of the non-disclosure and non-solicitation covenants contained in this Agree ent for part of the consideration for this Agree ent and that without such covenants' the Co pany would not have entered into this Agree ent. The Consultant agrees that' in addition to all other re edies available to the Co pany at law or in e+uity' the Co pany will be entitled to e+uitable relief' including inAunctions and specific perfor ance' in the event of any breach of this Agree ent by the Consultant. *.elete the Inapplica$le Party

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*or#ers4 Compensation 00.

Dnless the parties otherwise agree in writing' the Consultant/the Co pany will be solely responsible for any pay ents to and/or assess ents fro the Eor(ersF Co pensation "oard involving the Consultant (.or the Assistants' if applicable). 1f re+uested by the Co pany' the Consultant will i ediately provide the Co pany with proof of the Consultant#s e4e ption fro Eor(ers# Co pensation re+uire ents or registration with all applicable Eor(ers# Co pensation "oards relating to the Consultant' as the case ay be.

5elationship of the Parties 02. The parties ac(nowledge that the relationship created by this Agree ent is not an e ployer/e ployee relationship and' therefore' the is not an e ployee of the Co pany' but that the *ervices are provided to the Co pany by the Consultant as an independent contractor. The Consultant re ains self-e ployed' and the Co pany is not responsible for any statutory re ittances or withholdings or for providing any e ployee benefits or entitle ents (.' including with respect to any co pensation which the Consultant ay pay to any of the Assistants' if applicable). The Consultant will file all necessary docu ents and pay all ta4es' re ittances' 5.1. pre iu s' pension and other statutorily re+uired pay ents on behalf of the Consultant. The Consultant agrees to inde nify the Co pany for any and all a ounts payable by the Consultant which are clai ed by any govern ent body in the event that it is deter ined that any ta4es' re ittances' 5.1. pre iu s' Canada 9ension 9lan pre iu s' Eor(ers# Co pensation "oard pre iu s or other statutorily re+uired pay ents on behalf of the Consultant) a) b) are payable by the Consultant' and should have been withheld or paid by the Co pany! and were not paid by the Consultant.

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- %& 1n no event will the Consultant be liable to pay any penalties or interest which ay be levied by a govern ent body against the Co pany' or to pay for the Co pany#s portion of any pay ent clai ed by a govern ent body. 0:. 54cept as provided by this Agree ent' the Co pany does not have the right to and will not control or atte pt to control the anner or prescribe the ethod of perfor ing the *ervices. The Consultant will be held responsible for perfor ance according to the ter s of this Agree ent only.

Costs Expenses Premiums 6ees and 6ines 2&. 54cept as otherwise provided by this Agree ent' the Consultant is responsible for and will pay any and all costs' e4penses' pre iu s' fees and fines related to any acts of the Consultant in the perfor ance of this Agree ent' whether or not such costs' e4penses' pre iu s' fees and fines are i posed by statutory authority.

)ia$ility and Indemnity

&Opt#on A: Consultant -#a*l . $ons#) ! t' n /t t(o $laus s+

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The Consultant will be and re ain liable for the actions or inactions of the Consultant. The Consultant agrees to be responsible for and to rei burse the Co pany (to inde nify and hold the Co pany har less) for any and all de ands' clai s' actions' causes of action' losses' da ages' e4penses and other liabilities of every (ind and description' including legal fees (on a solicitor and his own client basis) which ay be sustained' suffered or incurred by the Co pany as a result of any breach of this Agree ent by the Consultant' or for any acts or o issions co itted by the Consultant in the perfor ance of the *ervices. The Co pany will not be liable for any da ages or co pensation payable to the Consultant in respect of any inAury or loss sustained by the Consultant or any person clai ing by' under or through the Consultant' and the Consultant will inde nify the Co pany against such da ages or co pensation' and against all other losses or clai s for inAury' death or da ages to property arising fro the Consultant#s perfor ance of the *ervices' as the case ay be.
&Opt#on B: Company -#a*l . $ons#) ! t' n /t t'! $laus s an) ) l t t' p! "#ous t(o $laus s+

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The Co pany ac(nowledges and agrees that it retains the services of the Consultant at the Co pany#s own ris(. The Consultant is not responsible in any way for any and all da age' har ' inAuries' losses' costs' clai s and e4penses of every (ind and description' including legal fees (on a solicitor and his own client basis)' which ay be sustained' suffered or incurred by the Co pany' or any person clai ing by' under or through the Co pany' however caused' in connection with or arising out of' directly or indirectly' the perfor ance of the *ervices' including with respect to any atters arising out of the Consultant#s negligence. The Co pany will be fully responsible and liable for these things. The Co pany agrees to inde nify and save the Consultant har less fro and against any and all de ands' clai s' actions' causes of action' losses' da ages' e4penses and other liabilities of every (ind and description' including legal fees (on a solicitor and his own client basis)' which ay be sustained' suffered or incurred by the Consultant in

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- %% connection with or arising out of' directly or indirectly' the perfor ance of the *ervices or any breach of this Agree ent' including with respect to any atters arising out of the Consultant#s negligence. 22. The Co pany ac(nowledges and agrees that the Consultant is providing the *ervices at a rate which is less than the Consultant#s usual rate' in e4change for the Co pany assu ing all ris( and liability with respect to the provision of the *ervices. The Co pany ac(nowledges that the Co pany#s assu ption of all ris( is an integral part of the consideration of this Agree ent and that without it' the Consultant would not have entered into this Agree ent.

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)imitation of )ia$ility 23. The Consultant ac(nowledges and agrees that the Consultant#s right to any clai or de and against the Co pany arising fro this Agree ent will be li ited to the a ount paid or payable to the Consultant under this Agree ent.

Insurance 27. The Consultant agrees to obtain and a) b) c) d) aintain' at the Consultant#s own cost and e4pense)

third party public liability insurance in the a ount of $. per occurrence' or such other a ount re+uired by the Co pany fro ti e to ti e! professional liability insurance in the a ount of $. per occurrence' or such other a ount re+uired by the Co pany fro ti e to ti e! insurance at full replace ent value on all of its e+uip ent' tools and accessories which it ay use pursuant to this Agree ent! and any other type of insurance that the Co pany to ti e. ay reasonably re+uest fro ti e

The Consultant will' at the re+uest of the Co pany' provide written proof of such insurance. 7ond 28. To better secure its obligations under this Agree ent' upon the Co pany#s re+uest' the Consultant covenants and agrees to apply for' obtain and aintain throughout the ter of this Agree ent a surety bond issued by a surety licensed to do business in Canada and be in a for satisfactory to the Co pany. The bond will be for an a ount that is not less than $.' or such greater a ount as the Co pany ay re+uire. The Consultant will' at the re+uest of the Co pany' provide written proof of such bond.

Termination 2:.
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This Agree ent ay be ter inated at any ti e upon both parties providing their written agree ent to do so. This Agree ent ay be ter inated by . .

- %, . . . either party . . .
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. . . the Co pany/the Consultant . . . . . . for any reason at any ti e . . .

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. . . with cause at any ti e . . .

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. . . upon written notice being delivered to the other party/the Co pany/the Consultant . . .
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. . . upon at least . business days written notice being delivered to the other party/the Co pany/the Consultant . . . . . . and ter ination will be . . . ...i ediately effective upon the other party/the Co pany/the Consultant being served with the notice.
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. . . effective at 0)&& p. . on the . business day after the other party/the Co pany/Consultant has been served with the notice. Example: This Agree ent ay be ter inated by either party upon written notice being delivered to the other party upon at least . business days written notice being delivered to the other party' and ter ination will be effective at 0)&& p. . on the . business day after the other party has been served with the notice.
See also the examples in clauses 89 and 8: of the Sample Independent Contractor Agreement included !ith this 3it (hard copy only&%
&T' ,ollo(#n0 $laus #s an /ampl o, t' typ o, $laus ('#$' $an * us ) #, t' a0! m nt $an * t !m#nat ) 1(#t' $aus 2 as p ! t' p! "#ous t !m#nat#on $laus 3+

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Cor the purposes of this Agree ent' ter ination with cause eans any breach of this Agree ent' any breach by the Consultant of any agree ent entered into between it and its clients' or the ter ination of any agree ent between the Consultant and its clients' however caused. Dpon the ter ination of this Agree ent' the Consultant will invoice the Co pany for the *ervices perfor ed to the date of ter ination' and the Co pany will a(e pay ent on such invoice within .-& days of its receipt of the invoice. Gotwithstanding the ter ination conditions contained in this Agree ent' the pay ent ter s relating to unpaid a ounts due and owing' the confidentiality' non-solicitation and non-disclosure provisions' .any warranty ter s' and the provisions relating to the ownership and use of aterials contained in this Agree ent will survive ter ination.

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- %- 3-. Dpon the ter ination of this Agree ent' the Consultant agrees to i ediately return to the Co pany all copies of all docu ents and aterials containing any Confidential 1nfor ation' and all specifications and other infor ation pertaining to the *ervices perfor ed' together with any of the Co pany#s other aterials and property belonging to the Co pany or any of its clients' or which the Co pany re+uests be returned. 54cept as specifically provided in this Agree ent' neither the Co pany nor the Consultant will have any other obligations under this Agree ent upon the ter ination of this Agree ent.

30.

Notices 32. Any notices' consents or other co unications re+uired to be given under this Agree ent ust be in writing and ust be delivered personally' or by registered ail' prepaid' return receipt re+uested' or by e- ail or facsi ile trans ission to the parties at the last (nown address of the parties. *uch notice will be dee ed to have been received on the date of delivery/receipt/e- ail or fa4 trans ission. At the ti e of entering into this Agree ent' the parties# addresses for service are as follows) To the Co pany) . . 9hone) e- ail

33.

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Ca4)

To the Consultant) . . 9hone) e- ail 1iscellaneous 37. 38. 3:.

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Ca4)

All ti e periods' dates and deadlines contained in this Agree ent will be strictly enforced. The prea ble and the attached *chedules are incorporated by this reference and for of this Agree ent. part

This Agree ent is intended to contain the entire and co plete state ent of the ter s of agree ent a ong the parties' and there are no other warranties' representations' collateral agree ents or collateral representations whatsoever. This Agree ent ay not be a ended or odified e4cept by a subse+uent written agree ent signed by all of the parties to this Agree ent. The parties ac(nowledge that they have read and understand this Agree ent' and agree to all of its ter s. This Agree ent ay not be assigned by either party without the e4press written consent of the other party. This Agree ent Co pany. ay not be assigned by the Consultant without the written consent of the

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o!

- %0 7%. Go provision of this Agree ent will be dee ed to be waived unless such waiver is in writing signed by the aggrieved party' and such waiver will not operate or be construed as a waiver of any other or subse+uent breach by any of the parties in the observance of the perfor ance of any part of this Agree ent. Any word used in this Agree ent is dee ed to include the asculine' fe inine or neuter for thereof' as the conte4t re+uires. Ehenever the singular is used in this Agree ent' that word will be construed as eaning the plural where the conte4t of this Agree ent so re+uires' and vice versa. All of the headings used in this Agree ent are for convenience of reference only' and are not to be used in any way to assist in the interpretation of this Agree ent. This Agree ent will be governed by and construed in accordance with the laws of the 9rovince of Alberta' and the parties irrevocably attorn to the Aurisdiction of the Courts of Alberta. 1f any clause' subclause or provision of this Agree ent is deter ined to be unenforceable by a court of co petent Aurisdiction' then subAect to any other ter of this Agree ent' such provision will be severable fro the re ainder of this Agree ent' and the re ainder of this Agree ent will be unaffected thereby and will re ain in full force and effect. This Agree ent will be for the benefit of and be binding upon the parties and their respective heirs' e4ecutors' ad inistrators' legal representatives' successors' and per itted assigns.

7,.

7-. 70.

72.

73.

Counterpart and 6ax 77. This Agree ent ay be signed in counterparts' each of which so signed will be dee ed to be an original and such counterparts together will constitute one and the sa e agree ent. This Agree ent ay be signed and delivered by facsi ile co facsi ile copy will be dee ed to be an original. . unication and such

78. 6ated

*1nsert Co pany#s Ga e 9er)

(.co pany#s signing officer#s na e and title)

.1nsert Consultant#s Corporate Ga e 9er)

(.Consultant#s signing officer#s na e and title)

- %2 o! Eitness .1ndividual Consultant#s na e/signature