Terms of Contractor Engagement
Any and all agreements to provide services to <Company Name> as a Contractor are
contingent on the acceptance of the following terms and conditions and form part of the
Consulting Services Agreement.
No Employment Relationship – The execution, and any subsequent extension(s), of any
agreement between <Company Name> and a contractor to provide services to <Company
Name> and/or via <Company Name> to its clients does not constitute the contractor as an
employee, agent, partner, shareholder, director or joint venturer of <Company Name>. The
contractor is solely and completely responsible for and agrees to the remittance of any and all
corporate and personal taxes and any other applicable statutory payments (including G.S.T. and
applicable payroll taxes and withholdings for employees of the contractor assigned to
<Company Name>) in accordance with the laws of ,<Province> and Canada. The contractor
also agrees to comply with any and all applicable legislation related to the employees of the
contractor assigned to any projects for <Company Name>.
Confidentiality – The contractor hereby undertakes and agrees to maintain as confidential all
information relating to the business of <Company Name> and will not disclose to any third party
any information acquired from officers or employees of <Company Name> or while attending to
<Company Name> offices or concerning any clients of <Company Name> other than that
information which may be publicly or otherwise legitimately known to the contractor.
The contractor, will not, at any time, without first obtaining the prior written approval of
<Company Name> divulge or disclose to any third party in any manner any information not
already lawfully available to the third party concerning any products, services or systems utilized
by <Company Name>, or technical or other data relating to any information whatsoever
concerning <Company Name>, its operations and clients. All originals and copies of any
software, reports or other materials relating to the business of <Company Name>, however and
whenever produced, are the sole property of <Company Name> and are not to be removed
from <Company Name>’s premises and shall be surrendered to the officers of <Company
Name> unless written permission to retain such materials has first been obtained from an officer
of <Company Name>. The contractor will not, at any time, copy, photocopy or in any way
reproduce for distribution outside of <Company Name> any material, data or information
concerning the services and generally relating to the business of <Company Name>. The
contractor will, on the request of <Company Name>, promptly return all information provided by
<Company Name> including all reports, letters, drawings, manuals, specifications, designs,
documents, records, notebooks including copies whether prepared by <Company Name>, the
contractor or others.
Trade Secrets – The contractor will not, at any time, after the preparation, review and
discussion of the services with the officers and employees of <Company Name> disclose to any
third party or use for their own benefit any trade secrets of <Company Name> acquired from
<Company Name>. Trade secrets include any information not generally known to any other
party that gives <Company Name> any advantage in its business operations.
Conflict of Interest – The contractor is expected to perform their contracted work to the best of
their ability for the benefit of <Company Name> and remain free of conflicts of interest. It will be
considered a conflict of interest if a contractor takes a direct or indirect role in a business
transaction, venture or any other dealing whereby that action negatively impacts <Company
Name>. This includes entering into contractor or sub-contractor agreements with other
organizations, accepting employment with other organizations and other self-employment
activities outside of the provision of consulting services to <Company Name> potentially conflict
or compete with the business of the company. It will also be considered a conflict of interest
should the contractor use their position or influence to have <Company Name> enter into an
agreement, transaction, venture or other business dealing that provides personal, or financial
benefit to the contractor and/or that of their family or friends.
Use of Company Equipment – The use of company property for purposes other than that of
performing contracted work and conducting company business is prohibited. Under no
circumstance shall company property be used for the purpose of performing work related to
contractor or sub-contractor work, employment or self-employment outside of <Company
Name>.
Contractor Indemnification – The contractor shall at all times indemnify and save harmless
<Company Name> and its officers, directors, agents and/or employees against any and all
claims, demands, damages, losses, judgments, costs, worker’s compensation/WSIB payments,
litigation expenses and counsel fees arising out of injuries to the person of (including death) or
damage to the property alleged to have been sustained by:
a.
officers, directors, agents and/or employees of <Company Name>;
b.
the contractor, including employees or sub-contractors of the contractor;
c.
any other person whose injuries are alleged to have occurred on or near the
work, or to have been caused in whole or in part by the acts, omissions or
neglect of the contractor, including employees or sub-contractors of the
contractor by reason of their use of faulty, defective, unsafe or unsuitable tools,
products, tools, processes or similar reason.
The existence of insurance shall in no way limit the scope of this indemnification. The
contractor further undertakes to reimburse <Company Name> for damage to <Company
Name>’s property caused by the contractor, including employees or sub-contractors of the
contractor.
Internet and E-mail Use – <Company Name> must ensure the confidentiality and integrity of its
proprietary and customer information and address the issue of access and use of information
available on the Internet.
<Company Name>’s information systems and electronic media facilities accessed by
contractors are provided by the firm to improve communications, enhance efficiency and
increase the quality of service provided to clients. While occasional personal use of E-mail and
Internet browsing is permitted, it is to be limited and in no way negatively impact job
performance or the performance and efficiency of <Company Name>’s information systems.
All computer hardware, software, E-mail and Internet accounts provided to the contractor
remain the property of <Company Name>. <Company Name> maintains the right to monitor
and restrict the use of these tools to ensure that they are being used for bona fide business
purposes and that their use is not in contravention of any <Company Name> policies, regulatory
requirements, copyright or local law. Information accessed, distributed or stored via the use of
these tools should not be considered private.
Termination of Agreement – The Consulting Services Agreement may be terminated by either
<Company Name> or the Contractor without reason by providing in writing a minimum of 15
business days notice. Should the Contractor be in breach of the terms of the Consulting
Services Agreement or the Terms of Contractor Engagement, <Company Name> will have
cause to terminate the Consulting Services Agreement immediately and without the provision of
notice.
Non-Solicitation of Clients – During the term of the Consulting Services Agreement and for a
period of 24 months following the termination of the agreement, the contractor shall refrain from
soliciting directly or indirectly assisting others to solicit any clients of the company for the
purpose of providing products or services that are identical or similar in nature to that offered by
<Company Name>.
Non-Solicitation of Employees – During the term of the Consulting Services Agreement and
for a period of 24 months following the termination of the agreement, the contractor shall refrain
from soliciting directly or indirectly assisting others to solicit any employees or actively engaged
contractors of <Company Name> for the purpose of employment, regardless of whether fulltime, part-time or contract.
I hereby acknowledge that I have read, understand and agree to be bound by the Terms of
Contractor Engagement as contained herein.
Signature: ___________________________________
Date: ________________________