Effective Date: December 25, 2023
BETWEEN: The Service Client (the "Company")
AND: Departures Capital Inc. (the "Consultant")
WHEREAS the Company wishes to engage the Consultant for its services under the terms and conditions set forth below, and the Consultant agrees to such engagement.
NOW THEREFORE this Agreement witnesses that in consideration of the mutual covenants and agreements contained herein and good and valuable consideration provided, the parties covenant and agree as follows:
The Consultant will provide the Company with the services detailed in Schedule "A" attached hereto. The Consultant shall report to and take direction from the Chief Executive Officer or a designated representative. The Company acknowledges that the Consultant may offer services to other businesses and organizations, provided there is no conflict of interest and the Consultant adheres to its obligations under this Agreement.
This Agreement is effective from the date specified above for a period of six months unless otherwise stated. It may be renewed by mutual agreement or terminated by either party in the event of a material breach by providing written notice to the other party. "Material breach" includes: (i) failure by the Consultant to deliver the Services and deliverables in Schedule "A"; (ii) breach of any provision of this Agreement by the Consultant; (iii) the Consultant being charged with a criminal offense; or (iv) conduct by the Consultant that materially impairs the Company's reputation. If terminated due to a material breach by the Consultant, the Company is not obligated to make payment to the Consultant.
In consideration of the Services, the Company agrees to pay the Consultant the agreed amount plus applicable taxes for services rendered during the term of this Agreement.
All services are non-refundable and non-transferable.
The Consultant agrees to (a) keep all Confidential Information in strict confidence and (b) not use or disclose any Confidential Information for personal gain or to any third party without the Company’s prior written consent, both during and after the termination of this Agreement. "Confidential Information" includes all proprietary information or material regarding the Company or any related entity that is not public knowledge.
All rights to inventions, methodologies, concepts, documentation, and any other works developed by the Consultant in providing the Services (the "Works"), including all related intellectual property rights, shall belong exclusively to the Company. The Consultant assigns and waives all moral rights to the Company and shall not disclose the Works to any third party without the Company’s prior written consent.
Upon termination of this Agreement, the Consultant shall promptly return all Company property, including records, notes, memoranda, and any other materials related to the Company’s business, without retaining any copies.
The Consultant acknowledges that they will receive substantial fees and that these fees are contingent upon their commitment to the Company, including the protection of Confidential Information. The Consultant agrees that the restrictions herein are reasonable and agrees to waive all defenses to their enforcement. The Consultant further acknowledges that any opinions, reports, or advice provided are intended solely for the Company’s benefit and are the exclusive property of the Company.
The Consultant is an independent contractor and not an employee, partner, or joint venturer of the Company. The Consultant is responsible for all payments related to taxes, health benefits, and other statutory contributions.
The Consultant shall comply with all applicable laws, regulations, industry guidelines, and Company policies while providing the Services.
The Consultant agrees to indemnify and hold harmless the Company, its officers, directors, employees, and agents from any liabilities and claims arising from (i) failure to deduct or contribute any amounts related to payments to the Consultant and (ii) suits or actions resulting from the Consultant’s gross negligence, willful misconduct, or failure to comply with this Agreement. This indemnification survives the termination of this Agreement.
The parties represent and warrant that they have the necessary authority to enter into this Agreement and that it constitutes a legal, valid, and binding obligation. The Consultant represents that they have the requisite skills and experience to perform the Services and will comply with all applicable laws.
The Consultant consents to the collection, use, and disclosure of their personal information by the Company for the purpose of fulfilling the transactions contemplated by this Agreement.
If any provision of this Agreement is held invalid or unenforceable, it will be severed from the remaining provisions, which will remain in full force and effect.
No waiver of any breach or default will be implied from any action or delay by either party. A waiver of any breach must be in writing to be effective.
Neither party may assign this Agreement without the other party’s consent, which will not be unreasonably withheld. This Agreement binds and benefits the parties and their successors and assigns.
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements. Any modifications must be in writing and signed by both parties.
This Agreement will be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The parties consent to the exclusive jurisdiction of the Courts of British Columbia.
This Agreement may be executed in counterparts, including electronically, each of which will be deemed an original, but all of which together will constitute one and the same instrument.