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GENERAL SERVICES AGREEMENT (Mount Royal University)

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GENERAL SERVICES AGREEMENT
- and -
THE BOARD OF GOVERNORS OF MOUNT ROYAL UNIVERSITY,
a corporation continued under the Post Secondary Learning Act, S.A. 2003, c. P-19.5,
and having its registered office in the City of Calgary, in the Province of Alberta
(hereinafter referred to as "MRU")
WHEREAS MRU wishes to engage the Consultant as an independent contractor to provide the services set out in
Schedule A;
AND WHEREAS the Consultant agrees to provide services on the terms and conditions set out in this Agreement;
NOW THEREFORE in consideration of the mutual promises, covenants and agreements set out in this Agreement,
and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties
agree as follows:
1
1. TERM AND SERVICES
This Agreement becomes effective on the Effective Date (as defined in the attached Schedule A) and
continues for the duration of the Term (as defined in the attached Schedule A).
1.1
INDEPENDENT CONTRACTOR RELATIONSHIP2.
Both parties enter this Agreement with the common understanding that the Consultant is an independent
contractor and not an employee of MRU nor is this relationship a partnership or joint-venture. The
Consultant is not eligible to participate in any of MRU's benefit plans and is not entitled to claim vacation pay,
general holiday pay, pension, bonuses or sick leave. The Consultant is solely responsible for ensuring that
the Consultant's employees are eligible to work in Canada.
(Country)
(hereinafter referred to as the "Consultant")
in the City/Town of in the Province/State of
an individual or corporation with its place of business
(Name of Consultant)
1.2
MRU will have no obligations to the Consultant after the termination of this Agreement, except to pay the
Consultant for any Services provided prior to termination.
1.3
The Consultant shall provide the services more fully described in Schedule A and as may be further
specified by MRU from time to time (the “Services”).
Neither of the parties is obligated to renew or extend this Agreement, but in the event this Agreement is
renewed or extended, the renewal or extension shall be effective only if made in writing and executed by
the parties.
1.4
Last Updated - December 6, 2018
2.1
Print
MRU may, from time to time, give instructions to the Consultant in connection with the provision of the
Services, and the Consultant shall comply with the instructions, but the Consultant shall not be subject to
the control of MRU in respect of the manner in which the instructions are carried out.
2.2
The Consultant acknowledges that the Consultant is regarded, for income tax purposes, as self-employed.
The Consultant further acknowledges and certifies that the Consultant shall be solely responsible for
payments pursuant to the requirements of the Income Tax Act (Canada), the Excise Tax Act (Canada), the
Employment Insurance Act (Canada), and the Canada Pension Plan or similar obligations arising in
relation to the Services, whether arising in Alberta or any other jurisdiction to which the Consultant is
subject.
2.6 The Consultant will establish an account with the Alberta Workers' Compensation Board, if eligible to do
so, and will maintain such account in good standing. If the Consultant is permitted to opt out of the
workers' compensation scheme, and elects to do so, the Consultant hereby releases, indemnifies and
saves harmless MRU from any and all claims by the Consultant and/or its employees for any work-related
injuries in respect of which workers' compensation coverage could have been obtained by the Consultant.
2.7
2.5
Upon MRU's written request, the Consultant will provide MRU with a copy of all certificates of insurance
required under this Agreement.
2.8
MRU will pay the Consultant the Fees as defined in the attached Schedule B in the manner set out below.
PAYMENT3.
3.1
The Consultant will comply with applicable MRU policies and with the requirements of all applicable laws,
rules and regulations. Without limiting the generality of the foregoing, the Consultant will comply with
MRU's Health and Safety Manual as it relates to third party contractors.
2.3
MRU shall, if the Consultant is a non-resident of Canada, deduct 15% withholding tax from the Fees (as
defined in Schedule B) unless the Consultant provides MRU with a waiver letter from Canada Revenue
Agency (CRA).
2.4
The Consultant will, at its own expense, prior to the commencement of the Services, obtain and keep in full
force and effect, for the benefit of the Consultant and MRU, the following insurance with companies validly
licensed to do business in the jurisdiction where the Services are to be performed:
If required, at the option of MRU, a policy of professional liability insurance providing coverage for
negligence, malpractice, or any act or omission of the Consultant at a level of two million Canadian
dollars ($2,000,000.00) per single occurrence, in accordance with the insurance requirements of the
governing body of the Consultant; and
a.
Comprehensive General Liability insurance having an inclusive limit, including personal injury and
property damage, of not less than two million Canadian dollars ($2,000,000.00) per single
occurrence. The policy shall contain a waiver of subrogation clause in favour of MRU, and shall also
contain a clause requiring the insurer not to cancel or change the insurance without first giving MRU
thirty (30) days prior written notice.
b.
The Consultant will invoice MRU for the Fees on a monthly basis (the "Invoicing Period"). Each invoice will
include a detailed breakdown of the activities undertaken by the Consultant during the Invoicing Period.
MRU will pay invoices by EFT within 30 days of their receipt.
3.2
All payments under this Agreement, including Fees and Expenses will be exclusive of any applicable tax
including any consumption or value-added tax such as the Goods and Services Tax (GST).
3.4
MRU will reimburse the Consultant for any actual and reasonable receipted expenses incurred by the
Consultant, provided such expenses are pre-approved by MRU in writing (the "Expenses").
3.3
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4.1 This Agreement may be terminated as follows:
TERMINATION OF AGREEMENT
INDEMNITIES
The Consultant shall be liable and responsible for, and shall indemnify, release and save harmless MRU,
the Board of Governors of MRU, and its officers, directors, employees, students and agents (the
“Institution”), from and against any and all claims, demands, actions, proceedings, causes of action, losses,
damages, liabilities, deficiencies, interest, penalties, fines, and amounts paid in settlement, costs and
expenses of every nature and kind whatsoever (including, without limitation, all legal fees rendered on a
solicitor-and-client basis and other professional fees and disbursements), which the Institution may suffer,
sustain, pay or incur resulting from, arising out of, attributable to, or connected with, directly or indirectly:
5.1
4.
5.
6.1 The Consultant agrees that:
OWNERSHIP6.
MRU may, at its option, terminate this Agreement immediately, without prior notice and without
prejudice to any other remedy available to MRU, for a material breach of this Agreement or failure to
remedy any other breach of this Agreement within five (5) days after written notice of such breach;
a.
MRU may terminate this Agreement at any time without reason, penalty or damages, by providing
the Consultant with thirty (30) days written notice of termination; or
b.
The Consultant may terminate this Agreement at any time by providing MRU with thirty (30) days
prior written notice and will immediately refund MRU any payments made in advance to Consultant
or payments made to Consultant for work that Consultant did not complete. MRU may waive the
notice of termination in whole or in part, in its sole discretion, in which case the Agreement will
terminate on the date of termination set by MRU. MRU will not be obligated to provide the
Consultant with any type of compensation relating to the notice of termination it has waived.
c.
any act or omission of the Consultant in the performance of the Services;a.
any breach of or default in any covenant, term or condition of this Agreement by the Consultant; b.
all taxes, contributions, charges, interest, penalties or other amounts imposed by any governmental
or other public authority having jurisdiction with respect to this Agreement, the performance of the
Services, or the Consultant, including but not limited to, all payments pursuant to the Workers'
Compensation Act (Alberta), the Income Tax Act (Canada), or the Excise Tax Act (Canada), or any
legislation similar or supplemental thereto; and
c.
in the event the Consultant is determined by Canada Revenue Agency or any other governmental
body to be an employee rather than an independent contractor, the Consultant shall be responsible
to pay any assessed income tax, penalty and interest and the employee portion of Canada Pension
Plan and Employment Insurance Act (Canada) contributions assessed as a result of the
determination of status.
d.
all work product and intellectual property (“Work Product”) relating to the Services and MRU shall at
all times be the exclusive property of MRU and shall be delivered by the Consultant to MRU as MRU
may at any time direct. Any Work Product that is confidential and competitive in nature shall not be
divulged to any other party;
a.
any equipment, supplies or other property provided by MRU to the Consultant shall remain the
exclusive property of MRU.
b.
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Last Updated - December 6, 2018
With respect to any Work Product the Consultant creates, conceives, originates, discovers, develops or
produces, in whole or in part, either alone or with others, in the course of the Consultant's engagement by
MRU:
6.2
The Consultant agrees MRU is the sole owner of all property rights in the Work Product and hereby
assigns all rights, title and interest in such Work Product to MRU and agrees the consideration for so
doing is the remuneration received pursuant to this Agreement;
a.
The Consultant agrees to sign or cause to be signed any applications for, and assignments of,
patents, copyright or other interests required or requested by MRU and perform all other acts
reasonably necessary or desirable to carry out the terms of the Agreement; and
b.
The Consultant waives any moral rights the Consultant might have in the Work Product, whether
arising under the Canada Copyright Act (or successor legislation of similar effect) or at common law
that the Consultant may have, now or in the future, including without limitation any rights either to
have or not have the Consultant's name associated with the Work Product, any rights to prevent the
alteration, translation or destruction of the Work Product, and any rights to control the use of the
Work Product in association with any product, service, cause or institution.
c.
The Consultant warrants and represents to MRU that:6.3
the Work Product will be original and its use will not infringe on any intellectual property right,
including without limitation, any patent, registered design, trade mark, copyright or trade secret of
any third party;
a.
the Work Product will not be defamatory to any person or entity; andb.
the Consultant has all legal rights to the Work Product, including, without limitation, to make, have
made, use, license, grant rights in and sell the Work Product.
c.
CONFIDENTIALITY AND PRIVACY7.
“Confidential Information" means confidential or proprietary information, technology, material or other
property of any kind, including:
7.1
student lists and other student information, supplier information, actual or contemplated business
plans, financial information, business methods and practices, internal cost information, pricing
policies and lists, computer software, research and development data, methods of production and
operation, marketing data and plans, instructional or informational material, promotional materials,
operational manuals, employment manuals of MRU, or personal information of an officer, director,
employee, student, or contractor of MRU;
a.
any information provided to the Consultant in relation to the performance of the Services that is
marked as confidential or with a designation of similar import or that MRU informs the Consultant is
subject to an undertaking of confidentiality between MRU and a third party; or
b.
personal information as defined under the Freedom of Information and Protection of Privacy Act of
Alberta ("FOIP").
c.
The Consultant agrees:7.2
that all Confidential Information is confidential, is the exclusive property of MRU, or of a student,
officer, director, employee or supplier of MRU, as applicable, and is subject to protection;
a.
4
Last Updated - December 6, 2018
that the Consultant will only access and use the Confidential Information as needed to provide the
Services as set out under this Agreement;
b.
that the Consultant may not disclose the Confidential Information to third parties to provide the
Services as set out in this Agreement without written permission from MRU;
c.
that the Consultant will protect the Confidential Information by making reasonable security
arrangements against such risks as unauthorized access, use or disclosure; and
d.
that the Consultant will notify MRU in the event of an actual or potential unauthorized access, use or
disclosure of the Confidential Information.
e.
Immediately upon the termination of this Agreement for any reason, the Consultant will turn over to MRU all
of the Confidential Information, along with all of MRU's other property, in its possession or control and
destroy any remaining digital copies of the Confidential Information and provide written confirmation of
such destruction, detailing the items destroyed.
7.3
The parties acknowledge that all restrictions set forth in articles 6 and 7 are fair, reasonable, and necessary
to protect MRU's interests. All defences to the strict enforcement of all or any portion of articles 6 and 7
are waived.
REMEDY8.
8.1
The Consultant agrees that any violation by the Consultant of articles 6 or 7 of this Agreement will cause
irreparable harm to MRU that cannot be compensated by damages. For that reason, the Consultant
agrees that MRU shall be entitled to an interim and/or interlocutory injunction restraining any violation, or
threatened violation, immediately upon application to any Court of competent jurisdiction, pending the
determination at trial as to whether a permanent injunction should be granted, without having to prove
irreparable harm or provide an undertaking to pay damages. The Consultant further agrees that MRU's
application for an interim and/or interlocutory injunction is made without prejudice to any other remedies
available to it.
8.2
The Consultant shall not without the prior written permission of MRU:
The Consultant confirms that the Consultant is not a party to any other agreement or under any other
obligation, or have any other interests inconsistent with or in conflict with any obligations to MRU, or
which would prevent, limit or impair the performance of any obligations under this Agreement.
Any notice, document, statement, report, demand or payment desired or required to be given or made
under this Agreement shall be in writing, addressed to the parties as outlined in the attached Schedule A
and delivered as follows:
9.1
GENERAL PROVISIONS9.
9.2
9.3
assign, either directly or indirectly, this Agreement or any right of the Consultant under this
Agreement; or
a.
sub-contract any obligation of the Consultant under this Agreement.b.
if delivered in person shall be deemed properly delivered or served when personally delivered to the
party;
a.
if sent by registered mail shall be deemed properly delivered or served or three (3) days following
the date the registered mail is sent; or
b.
if sent electronically shall be deemed properly delivered on the first business day following the date
of transmission.
c.
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Last Updated - December 6, 2018
Date: ______________________________
(printed signatory name)
(signature)
Per:
The Board of Governors of Mount
Royal University
IN WITNESS WHEREOF this Agreement was executed by the Parties under the hands of their duly authorized
officers on this day of 20
.
Any waiver by any party of a breach of any provision of this Agreement will not operate as or be
construed as a waiver of any right accruing under this Agreement, as a waiver of any subsequent breach
thereof, nor affect the effectiveness of this Agreement or any part hereof.
9.5 The provisions of Articles 5, 6, 7 and 8 shall survive the termination of this Agreement for any reason.
9.6
This Agreement may be executed in counterparts and forwarded electronically, each copy of which is
deemed to be an original and all of which together shall constitute one and the same instrument,
notwithstanding that both parties are not signatory to the same counterpart.
9.7 This Agreement shall be governed by and construed in accordance with the laws of the Province of
Alberta. The parties agree that any disputes related to this Agreement shall be brought only in Alberta,
and the parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Alberta.
9.8
Date: ______________________________
(printed signatory name)
(signature)
Per:
The Consultant
This Agreement, including the attached Schedules constitute the entire Agreement between the parties
and no understandings, representations, or agreements, oral or otherwise, exist between the parties with
respect to the subject matter of this Agreement except as expressly set out in this Agreement.
9.4
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Last Updated - December 6, 2018
Schedule A
THE SERVICES
This Agreement becomes effective on
unless terminated sooner in accordance with Article 4 above (the “Term”).
1.
(the “Effective Date”), and continues until
During the Term, the Consultant shall perform the following Services:2.
If notice is required pursuant to this Agreement, such notice shall be addressed as follows:3.
Address:
Attention:
Telephone:
Fax:
E-mail:
If to MRU:3.1
Address:
Attention:
Telephone:
Fax:
E-mail:
If to the Consultant:3.2
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Last Updated - December 6, 2018
1. The Consultant will be paid fees for the Services on the basis of (select only one of the following options:
TERMS OF INVOICING AND PAYMENT FOR SERVICES
Schedule B
Hourly rate of $ for time spent performing the Services to a maximum of $
Flat rate for the provision of the Services of $
schedule ("Fees"):
paid in accordance with the following
Date of Payment Amount of Payment
The above amounts are in Canadian funds and do not include GST.
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Last Updated - December 6, 2018
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Completed 15 March 2022

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