Terms of Service

A. SERVICES PROVIDED

• a. The Client hereby agrees to engage the Consultant to provide the Client with the following consulting
  services (the “Services”):
  – Services will include analyzing client needs and current business obstacles, identifying projects,
  and scoping potential business solution AND/OR writing a business plan.
• b. The Services will also include any other consulting tasks which the Parties may agree on. The Consultant
  hereby agrees to provide such Services to the Client.

B. COMPENSATION & PENALTIES FOR LATE PAYMENT

• a. The Consultant will charge the Client for the Services at the rate of $150.00 per hour (the “Compensation”).
• b. The Client will be invoiced upon the signature of the contact.
• c. Invoices submitted by the Consultant to the Client are due upon receipt.
• d. The Consultant will not be reimbursed for any expenses incurred in connection with providing the
  Services of this Agreement.
• e. Interest payable on any overdue amounts under this Agreement is at a rate of 8.00% per annum or at the
  maximum rate enforceable under applicable legislation, whichever is lower

C. CONFIDENTIALITY & OWNERSHIP OF INTELLECTUAL PROPERTY

• a. Confidential information (the “Confidential Information”) refers to any data or information relating to the
  Client, 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.
• b. The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any
  Confidential Information which the Consultant has obtained, except as authorized by the Client or as
  required by law.
• c. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination
  of this Agreement.
• d. All written and oral information and material disclosed or provided by the Client to the Consultant under
  this Agreement is Confidential Information regardless of whether it was provided before or after the date
  of this Agreement or how it was provided to the Consultant.
• e. 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.
• f. The Consultant 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.

Privacy Policy

• a. The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.
• b. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
• c. In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge that this
  Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
• d. Except as otherwise provided in this Agreement, the Consultant may, at the Consultant’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Consultant under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
• e. Except as otherwise provided in this Agreement, the Consultant will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Consultant will work autonomously and not at the direction of the Client. However, the Consultant will be responsive to the reasonable needs and concerns of the Client.
• f. 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.