BACKGROUND
Inventorypeople.com (The client) is of the opinion that the Independent Contractor has the necessary qualifications, experience and abilities to provide various inventory services for the Client.
The Contractor is agreeable to providing such inventory services to the Client on the terms and conditions set out in this Agreement which may vary from assignment to assignment.
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 Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
SERVICES PROVIDED
The Client hereby agrees to engage the Contractor, from time to time to provide the Client with the following services (the "Services"): Inventory Counting Services at various retail and non-retail locations within the contractor service zone.
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.
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 indefinitely until terminated as provided in this Agreement.
In the event that either Party wishes to terminate this Agreement, that Party can do so immediately by serving written notice on the other Party.
Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.
PERFORMANCE
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
The Client will pay The Contractor an hourly fee, as agreed by both parties at the onset of each assignments for the Inventory Services. (The "Compensation"). The Compensation will be equal to the applicable minimum wage standard set in the province or territory where the inventory service is being performed, plus an additional $2 hourly compensation premium minimum (The Total Hourly Fee Compensation – (THFC). The THFC is considered to be an all-inclusive hourly rate, with a minimum billable time of 1 hour per contract assignment.
The Client will be invoiced when the Inventory Services are complete, no later than 48 hours after completion.
Invoices submitted by the Contractor to the Client are due within 15 days of receipt.
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.
The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
REIMBURSEMENT OF EXPENSES
The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services. All expenses must be pre-approved by the Client.
CONFIDENTIALITY
Confidential information (the "Confidential Information") refers to any data or information relating to the Client or the Client’s customers, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
The Contractor agrees that they will not 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 law. The obligations of confidentiality will apply during the Term and will survive indefinitely.
OWNERSHIP OF INTELLECTUAL PROPERTY
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, 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.
The Contractor may not use the Intellectual Property for any purpose other than that contracted for in 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
Upon the expiry or 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
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 service.
AUTONOMY
Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
EQUIPMENT
Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
NO EXCLUSIVITY
The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
NOTICE
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:
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Contractors email information, as provided and contained in their profile, on record at inventorypeople.com. It is the contractor’s responsibility to maintain accuracy of his profile at inventorypeople.com
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The client, inventorypeople.com, by email at information@inventorypeople.com or to such other address as either Party may from time to time notify the other.
INDEMNIFICATION
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 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 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
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.
ASSIGNMENT
The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
ENTIRE AGREEMENT
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
ENUREMENT
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.
TITLES/HEADINGS
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
GENDER
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
This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario.
SEVERABILITY
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.
WAIVER
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.
IN WITNESS WHERE OF the Parties accept this agreement and have duly affixed their electronic approval by contractor accepting terms and condition on the inventorypeople.com portal during registration process or prior to the initial Service assignment was given.
