Contract

Contractor Agreement

Background

1. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
2. The Contractor is aggregable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN THE 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 Contractor (Individually the “Party” and collectively the “Parties” to this Agreement) agree as follows.

Services Provided

1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (The “Services”) outlined in Contract.

                           *The Services will also include any other tasks which the Parties may agree on.  The Contractor hereby agrees to provide such Services to the Client.

The Contract

• The Contract is the signed paper we both have copies of

TERM OF AGREEMENT

2. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
3. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 10 days’ written notice to the other Party.
4. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
5. This Agreement may be terminated at any time by mutual agreement of the Parties.
6. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

Currency

7. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in CAD (Canadian Dollars).

Compensation

8. The Contractor will charge the Client for the Services as follows (the “Compensation”):

• The Client will pay the Contractor in full to begin
• The compensation is located on the Contract

Warranty

9. 1 service call is permissible for up to 1 year from the signing of this agreement, as long as the issues are installations related and not user error then that service call will be free of charge, any addition service calls will be charged and therefore require a new contract.

• This is confirmed as of happening by both parties on the Contract

10. Invoices submitted by the Contractor to the Client are due upon receipt.
11. In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of the Contractor.

Reimbursement of Expenses

12. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with the providing the Services.
13. All expenses must be pre-approved by the Client.

Interest on Late Payments

14. Interest payable on any overdue amounts under this Agreement is charged at a rate of 18.00% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.

Confidentiality

15. 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, and client records and that is 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.
16. The Contractor agrees that they will no disclose, divulge, reveal, report or use, for any purpose, any Confidential information which the Contractor has obtained, except as authorized by the Client or as required by the law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

Slander/Defacement of Character

• Slander or Defacement of Character of either party will not be tolerated, disagreements will be handled in a civil manner.
• Agreeing to this agreement by checking the box on the “Contract” both parties agree not to engage in these practices, either party caught engaging in these practices will forfeit the “Contract” and this “Agreement” as well as any grounds in a civil case.

Ownership of Intellectual Property

17. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
18. The Contractor may not use the Intellectual Property for any purpose other that that contracted for this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

Return of Property

19. Upon the expiry of termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

Capacity/Independent Contractor

20. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for the services.

Hours of operation

• Monday-Friday 9am-5pm

Notice

21. 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:
22. _”The Client”__________________________

_____________________________________

1. Inscape Contracting & Development

_____________________________________

Indemnification

22. 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 to 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.

Modification of Agreement

23. 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

24. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Client Obligations

25. The Client further agrees and obligates himself to select all allowance items, materials, and colors required in a timely manner. Client also agrees and obligates himself to obtain all necessary and/or required approvals and/or acknowledgements from any Architectural Board or Committee whose jurisdiction is relevant to the work.  Client further agrees to cooperate with and make every reasonable effort to refrain from hindering Contractor and or the work.  Client shall allow Contractor and/or employees and/or subcontractors of Contractor to have continuous access to premises upon which the work is to be performed during the construction period from hours 7o’clock a.m. to 5 o’clock p.m.  Such access shall include, but is not limited to leaving the premises unlocked regardless of the presence of Client.  However, in the event that Client temporarily halts the work, Client assumes any and all liability and responsibility for any and all costs associated with, related to, and/or arising from the work delay including, but not limited to, wages, loss of income, start-up costs, sub-contractor charges, additional trip charges, delayed material delivery charges, and material loss charges.  Client further understands and agrees that these charges may, at Contractor’s option, be deemed and considered to be extra work and be due and payable as extra work in accordance with the payment schedule below.  The Party agrees that the Client will only be allowed in the work area when accompanied by Contractor.

Site Conditions and Liability

26. The Contractor agrees to keep the site in a safe/clean condition. The Client agrees to waive all liabilities to damages and injuries that occur in the working area outside of the Contractor or employees to the Contractor or sub-contractors to the Contractor.

Entire Agreement

27. It is agreed that there is no representation warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Enurement

28. This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

Tittles/Headings

29. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Gender

30. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Governing Law

31. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario.

Severability

32. In the event that any of the provision 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 served from the remainder of this Agreement.

Waiver

33. 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

Signatures

By signing the “Contract” both parties, “The Client” & “The Contractor” are agreeing to these terms and find the conditions satisfactory and hereby accept.