6. Method of Provision of Services.
The Service Provider shall be solely responsible for determining the method, details and means of performing the Services. The Service Provider may, at the Service Provider’s own expense, employ or engage the services of such employees, subcontractors, partners or agents, as the Service Provider deems necessary to perform the Services (collectively, the “Assistants”). The Assistants are not and shall not be employees of the Company, and the Service Provider shall be wholly responsible for the professional performance of the Services by the Assistants such that the results are satisfactory to the Company. The Service Provider covenants to provide the Company with the names, qualifications (if any) and location(s) of any Assistants used to provide the Services at least 24 hours prior to delivery of the Services to the Company’s patients.
(a) No Authority to Bind Company.
The Service Provider acknowledges and agrees that the Service Provider and its Assistants have no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company.
(b) No Benefits.
The Service Provider acknowledges and agrees that the Service Provider and its Assistants shall not be eligible for any Company employee benefits and, to the extent the Service Provider otherwise would be eligible for any Company employee benefits but for the express terms of this Agreement, the Service Provider (on behalf of itself and its employees) hereby expressly declines to participate in such Company employee benefits.
(c) Withholding; Indemnification.
The Service Provider shall have full responsibility for applicable withholding taxes for all compensation paid to the Service Provider or its Assistants under this Agreement, and for compliance with all applicable labor and employment requirements with respect to the Service Provider’s self-employment, sole proprietorship or other form of business organization, and with respect to the Assistants, including state worker’s compensation insurance coverage requirements and any Canadian immigration visa requirements. The Service Provider agrees to indemnify, defend and hold the Company harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labour or employment requirements, including any liability for, or assessment of, withholding taxes imposed on the Company by the relevant taxing authorities with respect to any compensation paid to the Service Provider or its Assistants.
7. Coordination of The Service Provider’s Services.
All of the services to be performed by the Service Provider, including but not limited to the Services, will be as agreed between the Service Provider and the Company’s (Director/Manager).
8. The Service Provider shall
exercise reasonable care in the performance of its duties under this Agreement. The Company shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Service Provider in connection with matters to which this Agreement relates, including losses resulting from the performance or provision of the Services by the Service Provider. The Service Provider agrees to have their own insurance to cover for the services agreed in this agreement. Notwithstanding any other provision of this Agreement, if the Company has exercised reasonable care in the performance of its duties under this Agreement, the Service Provider shall indemnify and hold harmless the Company from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable lawyers’ fees) which the Company may sustain or incur or which may be asserted against the Company by any person arising out of any action taken or omitted to be taken by it in performing the Services hereunder, except for any liabilities arising out of or relating to the Company’s refusal or failure to comply with the terms of this Agreement or from bad faith, negligence or from willful misconduct on its part in performance of its duties under this Agreement. In the event of an injury sustained during the performance or provision of the Service, the Service Provider shall bear all losses, damages, and liabilities arising therefrom and hold the Company harmless for any physical, mental, or emotional injury.
9. Conflicts with this Agreement.
The Service Provider represents and warrants that neither the Service Provider nor any of the Assistants is under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement. The Service Provider represents and warrants that the Service Provider’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by the Service Provider in confidence or in trust prior to commencement of this Agreement. The Service Provider warrants that the Service Provider has the right to disclose and/or or use all ideas, processes, techniques and other information, if any, which the Service Provider has gained from third parties, and which the Service Provider discloses to the Company or uses in the course of performance of this Agreement, without liability to such third parties. Notwithstanding the foregoing, the Service Provider agrees that the Service Provider shall not bundle with or incorporate into any deliveries provided to the Company herewith any third party products, ideas, processes, or other techniques, without the express, written prior approval of the Company. The Service Provider represents and warrants that the Service Provider has not granted and will not grant any rights or licenses to any intellectual property or technology that would conflict with the Service Provider’s obligations under this Agreement. The Service Provider will not knowingly infringe upon any copyright, patent, trade secret or other property right of any former client, employer or third party in the performance of the Services.
10. Non-Solicitation.
The Service Provider agrees that for a period of twelve (12) months following the termination of the Services either by its own accord or by the Company, the Service Provider and any Assistants will not solicit the clients, patients, employees or agents of the Company to leave the employ of or severe their business relationship with the Company.
11. Miscellaneous.
(a) Governing Law.
The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the Province of Ontario, without giving effect to principles of conflicts of law.
(b) Entire Agreement.
This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
(c) Amendments and Waivers.
No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.
(d) Successors and Assigns.
Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company may assign any of its rights and obligations under this Agreement. No other party to this Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this Agreement, except with the prior written consent of the Company.
(e) Notices.
Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in Canadian mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address set forth in the Company’s books and records.
(f) Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
(g) Construction.
This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.
(h) Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same agreement. Execution of a facsimile copy will have the same force and effect as execution of an original, and a facsimile signature will be deemed an original and valid signature.
(i) Electronic Delivery.
The Company may, in its sole discretion, decide to deliver any documents related to this Agreement or any notices required by applicable law or the Company’s Certificate of Incorporation or Bylaws by email or any other electronic means. The Service Provider hereby consents to (i) conduct business electronically (ii) receive such documents and notices by such electronic delivery and (iii) sign documents electronically and agrees to participate through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
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