Exhibit 10.9
{Letterhead]
AGREEMENT FOR CONSULTANT SERVICES
Made in duplicate this **** day of *****, 1998
between
**CLIENT**
(hereinafter referred to as the "Client")
and
IT STAFFING LTD.
(hereinafter referred to as the "Supplier")
IN CONSIDERATION of the mutual covenants hereinafter contained, the Client
and Supplier agree as follows subject to the acceptance of both parties as
evidenced by signatures of their duly authorized Officers.
1. SERVICING Supplier agrees to provide the Client the services of
**CONTRACTOR** (hereinafter referred to as the "Consultant") subject to the
terms and conditions set forth in this Agreement.
WORK SITE:
START DATE:
END DATE:
FEE FOR SERVICES:
2. PAYMENT TERMS
The Consultant will complete and submit to the Client's appropriate
representative, time sheets weekly. Invoices for services will be prepared
every two weeks by the Supplier and will be accompanied by copies of the
approved weekly time sheets. Invoices are payable by the Client upon receipt
thereof.
3. TAX LIABILITY
Supplier and Consultant hereby agree that they will be jointly and severally
liable to reimburse the Client for any income tax liabilities, penalties,
fines or legal expenses incurred by the Client with respect to withholding
tax in connection with the employment of the Consultant by the Supplier.
4. QUALIFICATIONS OF CONSULTANTS
Supplier represents that the Consultants have the technical qualifications
and capabilities required by the Client.
5. REPORTING
The Consultant will work under the general management and guidance of
**MANAGER**. Any information required for the carrying out of his/her duties
should be obtained from ****** or his/her designate. Any time off under this
Agreement must be pre-authorized by ***** or his/her designate.
6. TRAVEL AND LIVING EXPENSES
The Client will reimburse Supplier pre-approved travel and related
out-of-pocket expenses. This reimbursement will not, in any case, exceed
travel expenses and allowances permitted to the Client's employees traveling
in accordance with the Client's travel policies as amended. All travel and
out-of-pocket expenses for which Supplier seeks reimbursement, shall be
submitted to the Client on vouchers, copies of which shall accompany the
invoices.
7. STANDARDS
The Consultant will adhere to all of the Client's standards and procedures
for systems development, progress reporting, safety and personnel matters.
The Consultant will also adhere to such other standards and procedures as may
be defined by the Client for specific projects. Noncompliance may give rise
to the Client's right to terminate.
8. CONFIDENTIALITY
Supplier agrees that all information, records or materials in any form
related to the Client, its affiliates or associated Companies, their
products, insureds, clients and shareholders acquired by Suppliers, its
employees, Officers and Agents are confidential, and Supplier shall not,
before or after the termination of this Agreement, disclose any such
confidential information to any person, firm or organization without the
prior written consent of the Client. Supplier shall indemnify and hold the
Client harmless from any loss, claim or damage arising from a breach of
Supplier's obligations in this paragraph. In no event shall Supplier be
responsible for special, indirect or consequential losses or damages arising
from such a breach.
9. TERMINATION OF SERVICES This Agreement may be terminated as follows:
(a) by either party immediately upon issuance of written notice to the
other party in the event of breach of any term of this Agreement;
(b) by the Client for any reason by giving Supplier at least 14 days
written notice.
(c) by the Client without notice in any one of the following circumstances:
(i) The Consultant's performance is unsatisfactory;
(ii) The Consultant is not legally entitled to work; or
(iii) The Consultant poses a threat to the Client's environment by
reason of Consultant's history of sabotage, malicious damage
or any other act which could harm the Client's materials,
property and staff.
(d) by Supplier without notice in the event of the death, resignation,
unforeseen accident to or illness of the Consultant.
In the event of termination and regardless of any dispute which may exist
between the Client and Supplier, all the Client's materials, property and
work in the possession of Supplier and its employees or agents shall be
delivered to the Client. In the event of termination due to (c) or (d) above,
or at the mutual agreement of Supplier and the Client, Supplier will provide
a replacement satisfactory to the Client, if the Client so wishes.
10. OWNERSHIP
The products of this Agreement, including all software developed by Supplier
and documentation relating thereto, shall be the sole and exclusive property
of the Client, free from any claim or retention of rights thereto by
Supplier. For greater certainty it is agreed that the Client's property
rights to the products of this Agreement shall include all copyrights,
patents or trade secrets in any of the work performed as a result of this
Agreement. Supplier further agrees to sign all assignments and other papers
necessary to vest the entire rights, title and interest in such products, at
the Client's request, and to do all lawful acts and sign all assignments and
other papers the Client may reasonably request relating to applications for
trade marks, patents and copyrights, both Canadian and foreign, and the
providing of protection of the Client's property interest in any said
products.
11. DAMAGE TO THE CLIENT'S PROPERTY
Supplier shall be solely responsible for and shall hold the Client free and
harmless from any and all losses, damages, claims, demands, expenses or
costs, excepting those of a consequential or indirect nature, arising out of
or connected with injuries or damages occasioned by the negligence of
Supplier, its employees, servants, agents, contractors or other persons while
on the premises for the purpose of carrying out the terms of this Agreement.
12. CHANGES TO AGREEMENT
This Agreement may be changed by mutual agreement at any time prior to
completion. Such changes may be requested by either party and must be
confirmed in writing.
13. ENTIRE AGREEMENT
This Agreement, contains the entire agreement between Supplier and the Client
with respect to the subject matter thereof as of its date and supersedes all
prior agreements, negotiations, representations and proposals, written and
oral, relating to its subject matter.
14. ASSIGNMENT
This Agreement cannot be assigned by either party in any way except with the
written consent of the other party.
15. RELATIONSHIP OF PARTIES
It is expressly understood and agreed that the personnel furnished by
Supplier under this Agreement shall be and shall remain employees or agents
of Supplier. Under no circumstances are such employees to be considered
employees or agents of the Client. The Supplier and its employees or agents
shall be in an Independent Contractor relationship to the Client at all times.
16. SOLICITATION FOR EMPLOYMENT
The Client agrees that within the duration of this Agreement and for a period
of six months thereafter, it will not employ directly or indirectly
sub-contract any of the employees of the Supplier without obtaining the
Supplier's prior written consent. The Supplier agrees that within the
duration of this Agreement and for a period of six months thereafter, it will
not employ or directly or indirectly sub-contract any of the employees of the
Client without obtaining the Client's prior written consent.
17. PATENT & COPYRIGHT INFRINGEMENT
Supplier will defend or settle, at its own expense, any suit or proceeding
brought against the Client so far as based upon a claim that any product or
any part thereof furnished or developed by Supplier, or use thereof,
constitutes an infringement of any patent copyright, trade secret or trade
mark. If notified promptly in writing and given authority, information and
assistance for the defense or settlement of the same by the Client.
18. EXTENSION
This Agreement may be extended by mutual agreement of the Client and the
Supplier upon two (2) weeks written notice. The provisions of this Agreement
shall apply to all extensions.
19. SURVIVAL
The provisions of the paragraphs entitled "Patent & Copyright Infringement",
"Confidentiality", "Tax Liability", "Ownership" and "Solicitation for
Employment" shall survive termination of this Agreement.
20. SEVERABILITY
In the event that any provision hereof is found invalid or unenforceable
pursuant to judicial decree or decision, the remainder of this Agreement
shall remain valid and enforceable.
21. NOTICES
Any notice provided hereunder shall be in writing and delivered or sent by
registered or certified mail, postage pre-paid, addressed to the party for
which it is intended at the address set forth below or to such other address
as either party shall from time to time indicate in writing . Said notice if
mailed shall be deemed to be effective upon receipt or three days from date
of mailing, whichever occurs first.
IT Staffing Ltd.
55 University Avenue, Suite 505, Toronto, Ontario M5J 2H7
22. GOVERNING LAW
This Agreement is made under and shall be governed by the law of the Province
of Ontario.
SUPPLIER: IT STAFFING LTD. CLIENT:
PER: PER:
TITLE: TITLE:
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SIGNATURE SIGNATURE
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DATE DATE