- The Client is of the opinion that the Consultant has the necessary qualifications, experience, and abilities to provide consulting services to the Client.
- The Consultant is agreeable to providing such consulting 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 acknowledged, the Client and the Consultant (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
- The Client hereby agrees to engage the Consultant to provide the Client with the consulting services (the “Services”) presented in the formal estimate provided by the Consultant.
- The Services will also include any other consulting tasks which the Parties may agree on. The Consultant hereby agrees to provide such Services to the Client.
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 work is completed, the client may not unilaterally terminate this contract early. The Terms of this Agreement may be extended with the written consent of the Parties. If the KPI’s set out by the Consultant are not met by the end of 90 days from the signing of this contract, the Client can withdraw from services at no cost or the management fee will be waived until KPI’s from the Consultant are met.
- The term of this contract will be for 12 months.
- The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
- Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in CAD (Canadian Dollars).
- Compensation will be indicated by the signed estimate provided by The Consultant.
Reimbursement of Expenses
- The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services.
- All expenses must be pre-approved by the Client.
Penalties for Late Payment
- Any late payments will trigger a fee of 5.00% per month on the amount still owing.
- Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, business stratagem, and client records that are not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
- The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
- All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant.
Ownership of Intellectual Property
- All intellectual property and related material (the “Intellectual Property”) that is developed or produced under this Agreement, will be the property of the Consultant. The Client is granted a non-exclusive limited-use license of this Intellectual Property.
- Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain non-exclusively with the Client.
Return of Property
- Upon the expiry or termination of this Agreement, the Consultant will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
- In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.
- All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
- Next-Gen Business Solutions, 3028 58 Ave NE, Leduc County, AB, T4X-0X9 or to such other address as either Party may from time to time notify the other.
- Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
- The Consultant may hire or engage one or more subcontractors to perform any or all of its obligations under this Agreement; provided, that (i) The Consultant shall use the same degree of care in selecting any such subcontractor as it would if such contractor was being retained to provide similar services to the Consultant and (ii) such Consultant shall in all cases remain responsible for all of its obligations under this Agreement with respect to the scope of the Services, the standard for services and the content of the Services provided to the Client.
Modification of Agreement
- Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
Time of the Essence
- Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
- The Consultant maintains the ability to, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
- It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. The Consultant agrees to follow the implementation of the services and description as listed in the Agreement & Estimate, any deviation from this can nullify and void the legally binding terms of this agreement.
- This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
- Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
- In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
- The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.