Business Document Ontario Inc

BUSINESS SERVICES AGREEMENT

This Business Services Agreement ("Agreement") is made as of Effective Date: between Client Name: with address and Service Provider: with address .

WHEREAS

WHEREAS, Client requires professional business services as set out in this Agreement and desires to retain the Service Provider to perform such services on the terms and conditions set forth herein; and

WHEREAS, Service Provider represents that it has the experience, personnel and capacity to perform the services described in the Scope of Work and will perform such services in a good and workmanlike manner consistent with industry standards; and

WHEREAS, the parties wish to set forth their respective rights and obligations in writing;

1. Scope of Work

Service Provider shall provide the services and deliverables described below (the "Services"). The Services shall be performed in accordance with the standards of care and skill ordinarily exercised by members of the same profession under similar circumstances.

2. Payment Terms

Client shall pay Service Provider compensation for the Services in accordance with the terms set out below. All amounts are expressed in Canadian dollars unless otherwise noted.

Any undisputed amount not paid when due shall accrue interest at a rate of percent per month (or the maximum permitted by applicable law if less), and a minimum administrative late fee of .

3. Term and Termination

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for a period of thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses properly incurred prior to the date of termination.

4. Confidentiality

For the purposes of this Agreement, "Confidential Information" means any non-public information, whether oral, written or electronic, disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall: (a) hold Confidential Information in strict confidence and use at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those set out in this Agreement; and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes publicly known through no act or omission of the Receiving Party, is rightfully received from a third party without restriction, or is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

By checking the box below, the party acknowledges and agrees to be bound by the confidentiality obligations set forth above:

5. Warranties; Independent Contractor; Indemnity

Service Provider warrants that the Services shall be performed in a professional and workmanlike manner and in accordance with applicable laws and regulations. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THE PRECEDING SENTENCE, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

The parties agree that Service Provider is an independent contractor and not an employee, partner or joint venturer of Client. Service Provider shall be solely responsible for all taxes, withholdings and other statutory, regulatory or contractual obligations of any sort.

Each party shall indemnify, defend and hold harmless the other party from and against all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Service Provider confirms that it is engaged as an independent contractor and is responsible for its own insurance and statutory obligations:

6. Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved by negotiation within thirty (30) days, the dispute shall be submitted to mediation before a mutually agreed mediator. If mediation fails, the parties may pursue any remedy available at law or in equity in the courts of Ontario.

7. Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, negotiations and agreements, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

8. Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties acknowledge that monetary damages may be an insufficient remedy for breach of confidentiality and that injunctive relief may be sought in addition to any other remedies.

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