Independent Contractor Agreement

This Independent Contractor Agreement ("Agreement") is made and entered into by the undersigned parties: NAME (known as the "Cooperative") and NAME (known as the "Contractor").

In consideration of the promises, rights and obligations set forth below, the parties hereby agree as follows:

1. Term

The term of this Agreement shall begin on [DATE] and continue until [DATE], unless terminated earlier as set forth in this Agreement. The term of this Agreement may be extended by mutual agreement between the parties.

2. Services

The Contractor will provide the following services:

[Insert description of Services]

The Contractor shall take direction from the Cooperative's Managing Director or as directed by Cooperative's Board of Directors. Additional services or amendments to the services described above may be agreed upon between the parties.

3. Compensation

Subject to providing the services as outlined above, the Contractor will be paid the sum of $[XX] per [day/week/month/upon completion of the services] [(plus GST, in the case of Canadian contractors)]. The Cooperative will be invoiced [weekly/biweekly/monthly/upon completion of the services], with payment due within [XX] business days of receipt of the invoice.

4. Relationship

The Contractor will provide the Contractor's services to the Cooperative as an independent contractor and not as an employee.

Accordingly:

  • The Contractor agrees that the Cooperative shall have no liability or responsibility for the withholding, collection or payment of any taxes, employment insurance premiums or Canada Pension Plan contributions on any amounts paid by the Cooperative to the Contractor or amounts paid by the Contractor to its employees or contractors. The Contractor also agrees to indemnify the Cooperative from any and all claims in respect to the Cooperative's failure to withhold and/or remit any taxes, employment insurance premiums or Canada Pension Plan contributions.
  • The Contractor agrees that as an independent contractor, the Contractor will not be qualified to participate in or to receive any employee benefits that the Cooperative may extend to its employees.
  • The Contractor is free to provide services to other clients, so long as such other clients are not in competition with the Cooperative and so long as there is no interference with the Contractor's contractual obligations to the Cooperative.
  • The Contractor has no authority to and will not exercise or hold itself out as having any authority to enter into or conclude any contract or to undertake any commitment or obligation for, in the name of or on behalf of the Cooperative.

5. Confidentiality and Intellectual Property

The Contractor hereby acknowledges that it has read and agrees to be bound by the terms and conditions of the Cooperative's confidentiality and proprietary information agreement attached hereto as Schedule "A" and which forms an integral part of this Agreement. If the Contractor retains any employees or contractors of its own who will perform services hereunder, the Contractor shall ensure that such employees or contractors execute an agreement no less protective of the Coooperative's intellectual property and confidential information than the attached agreement.

The Contractor hereby represents and warrants to the Cooperative that it is not party to any written or oral agreement with any third party that would restrict its ability to enter into this Agreement or the Confidentiality and Proprietary Information Agreement or to perform the Contractor's obligations hereunder and that the Contractor will not, by providing services to the Cooperative, breach any non-disclosure, proprietary rights, non-competition, non-solicitation or other covenant in favor of any third party.

The Contractor hereby agrees that, during the term of this Agreement and for one (1) year following the termination hereof, the Contractor will not (i) recruit, attempt to recruit or directly or indirectly participate in the recruitment of any Cooperative employee or (ii) directly or indirectly solicit, attempt to solicit, canvass or interfere with any customer or supplier of the Cooperative in a manner that conflicts with or interferes in the business of the Cooperative as conducted with such customer or supplier.

6. Termination

The independent contractor relationship contemplated by this Agreement is to conclude on [DATE] unless terminated earlier as set forth below. The Contractor agrees that no additional advance notice or fees in lieu of notice are required in the event the relationship terminates on [DATE].

The Contractor agrees that the Cooperative may terminate this Agreement at any time without notice or any further payment if the Contractor is in breach of any of the terms of this Agreement.

The Cooperative may terminate this Agreement at any time at its sole discretion, upon providing to the Contractor [XX] calendar days advance written notice of its intention to do so or payment of fees in lieu thereof.

The Contractor may terminate this Agreement at any time at its sole discretion upon providing to the Cooperative [XX] calendar days notice of Contractor's intention to do so. Upon receipt of such notice the Cooperative may waive notice in which event this Agreement shall terminate immediately.

7. Obligations Surviving Termination of this Agreement

All obligations to preserve the Cooperative’s Confidential Information, Intellectual Property and other warranties and representations set forth herein shall survive the termination of this Agreement.

8. Entire Agreement

This Agreement, together with the Confidentiality and Proprietary Information Agreement, represents the entire agreement between the parties and the provisions of this Agreement shall supersede all prior oral and written commitments, contracts and understandings with respect to the subject matter of this Agreement. This Agreement may be amended only by mutual written agreement of the party.

9. Assignment

This Agreement shall inure to the benefit of and shall be binding upon each party’s successors and assigns. Neither party shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party.

10. Governing Law and Principles of Construction.

This Agreement shall be governed and construed in accordance with Québec law. If any provision in this Agreement is declared illegal or unenforceable, the provision will become void, leaving the remainder of this Agreement in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives, effective as of the day and year first above written.

COOOPERATIVE REPRESENTATIVE CONTRACTOR

By: ____ By: ______

Name: ___ Name: _____

Date: ___ Date: _____