2/13/2016
Name
Address
City, Prov/St. Postal/Zip
Dear Contact:
This letter agreement will govern the business relationship between ENTER COMPANY NAME
(“Company”) and you from the date of this letter until ENTER EXPIRY DATE, or earlier if this agreement
is terminated in writing prior to that date. We look forward to having you working with us and believe that
we should both benefit from this relationship.
1.
Company agrees to pay you the following fees, in Canadian Dollars, for services requested in
writing:
(a) $Enter Rate per hour for Enter Services.
In addition, the Company will reimburse you for reasonable and necessary travel and living expenses within
guidelines issued from time to time by the Company, unless client policies take precedence. The fees stated
above include allowances for any required interaction with client personnel and any required interaction
with Company personnel. Accordingly, the Company will not be responsible for any fees or expenses
relating to services which were not specifically requested or approved by Company.
2.
If the Company cancels your services five (5) business days or more prior to the scheduled start of
those services, then no fees or expenses will be paid to you. However, if the Company cancels your
services less than five (5) business days before the scheduled start of the services, except where the
Company believes that you would not perform in a manner satisfactory to the Company based upon events
or circumstances occurring after you were originally scheduled to perform the services, you will be paid the
fees you would have earned in the ten business days after cancellation, if the services had been performed as
scheduled.
3.
Any material developed by you for the Company will be the sole property of the Company and all
rights will vest in the Company, including but not limited to any copyright, trademark or other property
right contained in such work.
4.
In order for the Company to ensure that you are paid for the services you perform and reimbursed
for the expenses you incur, you must submit your invoice(s) to us at the conclusion of each assignment,
along with receipts for all reimbursable expenses. Submit your invoices and other required documentation
to:
ENTER COMPANY NAME
Attn: Enter Name
ENTER COMPANY’S
BILLING ADDRESS
The Company will pay invoices submitted one week before mid or end month within fifteen (15) days after
receipt of the invoice and other required documentation, unless the Company believes that the client will not
pay promptly (e.g., due to dissatisfaction with your services), in which case the Company will pay your
invoice within ten (10) days after the Company receives payment from the client for the invoiced
assignment.
5.
In performing services for the Company, you will have the status of an independent contractor,
with sole responsibility for performing the services requested, consistent with the quality expectations of the
Company and our clients. As an independent contractor, neither you nor any employees of yours shall be
considered employees of the Company or entitled to participate in any benefits extended to employees of
the Company, and you will be solely responsible for withholding and payment of all federal, provincial and
local employment-related taxes relating to the services you perform and the payments you receive. You
116100429
2/13/2016
agree to hold the Company and our clients harmless from any liability arising from your failure to comply
with applicable laws.
6.
You have represented to us that you are fully qualified to perform consulting services for the
benefit of our clients. We expect that you will continue to maintain and improve your consulting
capabilities, and we will monitor your performance through periodic evaluations, client feedback and
observation by our own employees or representatives. At all times, you warrant that you will provide all
services in a proper, competent and professional manner.
7.
As long as this letter agreement remains in effect, you will maintain such insurance coverage as a
reasonable person would carry to manage the risks associated with the services you perform and the
activities related to such services. At a minimum, you will keep in effect any insurance coverage that is
required by law, reasonably requested by the Company and, if applicable, required by the Company client
for whom you are providing services as a subcontractor to the Company. Upon request by the Company,
you will provide the Company with certificate(s) evidencing the types of insurance coverage, coverage
limits, policy numbers and insurers, dates of policy expiration, and identifying the Company as an
additional insured and certificate holder. If requested by the Company, the certificate will also state that the
insurer(s) will not terminate, cancel or materially modify any listed policy without first giving at least thirty
(30) days written notice to the Company. The certificate and any notices should be sent to the same
addressee as indicated above (or subsequently changed) for invoices.
8.
You agree to indemnify and hold the Company and our client(s) harmless from and against any and
all damages (including those arising from breaches in confidentiality), losses, liabilities and claims
(including reasonable costs of litigation and reasonable attorney fees) awarded against or incurred by the
Company and/or our client(s), for personal injury or death to persons (including, without limitation, third
parties and the servants, guests, employees, contractors and representatives of the Company and our
client(s)) and damage to tangible or real property otherwise arising out of or in connection with this
agreement, to the extent that such injuries, death or damage are directly caused by (a) the negligence, fault,
error or misconduct of yourself or your employees while engaged in the performance of services under this
agreement or while on the Company’s or our client’s premises, or (b) a breach of your covenants,
representations and warranties under this agreement. However, you will not be responsible for any injury or
property damage to the extent caused by the negligence of the Company or an employee of the Company. If
any injury or property damages result from concurrent negligence on your part and the Company’s part,
then such damages shall be borne by us equally.
9.
In no event shall either party be liable for indirect, incidental, special or consequential damages,
including loss of profits, revenue or use, incurred by either party or any third party, whether in an action in
contract or extra contractually, even if the other party or any other person has been advised of the possibility
of such damages.
10.
During your performance of services under this letter agreement, despite your status as an
independent contractor, your conduct will reflect upon the Company. Accordingly, while performing
services under this agreement and for a period of ninety (90) days thereafter, it is agreed that you will not
engage in any conduct which constitutes or which may be perceived as (a) creating a conflict-of-interest, (b)
marketing your own services or the services and/or products of competitors of the Company, (c) assisting
any competitor of the Company to recruit or hire any person who is an employee of the Company, (d)
inducing any client of the Company to divert business opportunities to any competitor of the Company, or
(e) otherwise detracting from the goal of providing an environment conducive to learning, unless you have
first received written approval to do so from the Company. We also understand the mutual benefits that can
result from taking advantage of business opportunities that may present themselves, and we will endeavor to
work with you to develop those opportunities, consistent with the best interests of our clients.
11.
During the course of performing services for the Company you will receive materials belonging to
the Company or our clients. As between the Company and you, all such materials are the property of the
Company and you will return them to the Company immediately upon termination of this letter agreement
for any reason. You may return those materials to us at the address indicated above for submitting invoices.
page 2 of 3
116100429
2/13/2016
12.
If you utilize materials that are not provided to you by the Company or our clients, then you
warrant that you have the unrestricted right to do so, that those materials do not infringe the rights of any
third parties, and that the Company and our clients will have the unrestricted right to use those materials.
You agree to hold the Company and our clients harmless from claims that materials used by you in
performing services under this letter agreement infringe the rights of any third parties. We encourage you
to exercise care to avoid infringing any copyrights in the development and use of instructional materials.
You may not assign this letter agreement to any other person or entity, or subcontract any services to be
performed by you under this letter agreement, without first obtaining the Company’s written consent.
13.
You agree to treat all information and materials received or acquired by you regarding the
Company or our client(s) as proprietary and confidential, and you agree that you will not use that
information or those materials in any way, or divulge that information or those materials to any person,
unless authorized in advance by the Company. In addition, because our clients may be sensitive to
publicity, you agree that you will not disclose the identity of any client, or the fact that you are performing
services for any client, without first obtaining the Company’s consent and, if appropriate, the client’s
consent.
14.
This agreement may be terminated by either the Company or you at any time for convenience upon
not less than fifteen (15) days prior written notice. This letter agreement may also be terminated, or your
services suspended, immediately if you violate the provisions of this agreement, or if the Company believes
that you are not able to perform in a manner satisfactory to the Company. Upon termination of this letter
agreement, you will return to the Company all property of the Company or our clients (which you obtained
by or through your relationship with the Company) including but not limited to instructor teaching guides
and associated training materials, and upon doing so you will be paid for all services properly performed
and all reimbursable expenses incurred prior to the termination date, upon the same terms as if this letter
agreement had not been terminated. Notices to you will be sent to the same address as this letter, or to the
most up-to-date address in our records. Notices to the Company must be sent to the address indicated
above (or subsequently changed) for submitting invoices. Notices may be sent by facsimile, mail or hand
delivery.
15.
This letter agreement contains the entire agreement between the Company and you regarding your
services, and supersedes any previous representations, understandings, commitments or agreements with the
Company. Any amendment or modification to this letter agreement must be in writing, specifically identify
this letter agreement, and be signed by an authorized representative of the Company and you. The
provisions of paragraphs 3, 5, 8, 9, 10, 12 and 13 shall survive the termination of this agreement.
16.
The parties have expressly agreed that this letter agreement be written in the English language.
Les parties se sont expressément entendues pour que ce contrat soit rédigé en langue anglaise.
Please indicate your agreement to the terms and conditions contained in this letter agreement by signing
both copies of this letter where indicated below, and then returning one signed copy to us at the address for
invoices indicated above.
Very truly yours,
I/WE AGREE TO THE TERMS
CONDITIONS STATED ABOVE.
AND
ENTER COMPANY NAME
_______________________________________
Contractor's Name
Company Rep Name
Enter Position
____________________
Date
page 3 of 3