Provincial Business Form

PROVINCIAL BUSINESS FORM

This Provincial Business Form (the "Agreement") is entered into as of Effective Date: by and between the following parties:

Business Name:    Business Representative:

Business Address:

Provincial Registration Number:

Service Provider Name:    Service Representative:

Service Provider Address:

Provider Provincial Registration Number:

RECITALS

WHEREAS, the Business operates within the Province and requires certain services and deliverables as described below; and

WHEREAS, the Service Provider represents that it has the expertise, personnel, and legal authority to provide such services in accordance with provincial regulations and standards; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the provision of services in this Agreement.

SCOPE OF WORK

The Service Provider shall perform the services and deliver the work products described below in a professional and timely manner, consistent with industry standards. The parties acknowledge that specific tasks, milestones, and acceptance criteria will be governed by the following description:

PAYMENT TERMS

Total Compensation (exclusive of applicable taxes):

 Bank transfer     Cheque     Other:

Late Payment: If any invoiced amount remains unpaid more than days after the due date, the Business shall pay interest on the overdue amount at the lesser of (a) per month, or (b) the maximum rate permitted by provincial law. In addition, a late fee of may be assessed for administrative costs.

TERM AND TERMINATION

Commencement Date:    Termination Date / Completion Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period specified above. The Business may terminate immediately for failure by the Service Provider to comply with provincial regulatory requirements or for persistent non-performance. Termination shall not relieve either party of obligations accrued prior to the effective date of termination.

Automatic Renewal: If checked, the Agreement shall automatically renew for successive terms of unless either party gives written notice of non-renewal at least prior to the end of the then-current term.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party shall: (a) use Confidential Information solely for performance of this Agreement; (b) restrict disclosure to those employees, agents, or subcontractors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) take reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information shall not include information that: (i) is or becomes generally known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; or (iii) is independently developed without use of the other party's Confidential Information. Upon termination, each party shall return or destroy Confidential Information as requested by the disclosing party.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Province of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located within that Province for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any attachments, appendices, and written statements of work executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any other agreement, law, or regulation applicable to that party.

NOTICES

Notices under this Agreement shall be in writing and delivered to the contact addresses provided above or to such other address as either party may designate by notice in accordance with this provision. Notice is effective upon receipt.

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