This Independent Contractor Agreement (Hereinafter “Agreement”) is made on this
by and between;
EMPIRE CAPITOL INTERNATIONAL INC.
1 Yonge St. Suite 1801, Toronto, Ontario, M5E-1W7
a corporation incorporated under the laws of the Province of Ontario (Hereinafter referred to as “Empire Capitol International” or “it” or “Company”) AND
(Hereinafter referred to as “Independent Contractor” or “Contractor”)
WHEREAS, the Contractor carries on business consisting principally of
Cleaning & janitorial services;
AND WHEREAS Empire Capitol International wishes to retain the Contractor to perform the Services, as more particularly described herein;
AND WHEREAS the Contractor wishes to provide such services to Empire Capitol International in accordance with the terms and conditions herein set out;
NOW THEREFORE, in consideration of the respective covenants and agreements of the parties contained herein, and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) it is agreed as follows:
ARTICLE ONE: TERM OF AGREEMENT
This Agreement shall begin immediately upon signing. The term of this agreement shall be for a period of One (1) Year and will automatically renew for an additional One (1) year term on each anniversary date of this agreement or until the Agreement is otherwise terminated by either party as per Article Nine of this Agreement. Upon completion or termination of this Agreement the Contractor shall return any property belonging to Empire Capitol International and the Company shall in turn return any property belonging to the Contractor.
ARTICLE TWO: SERVICES TO BE RENDERED
The Contractor will be retained as an Independent Contractor on a non-exclusive basis, upon such terms and conditions as to compensation as are set out in Appendix A to this Agreement, and for the sole purpose of delivering the Services as set out in the said Appendix A.
2.2 Agreed Parameters
The said Services shall be rendered by the Contractor as follows:
The Contractor and anyone acting on behalf of the Contractor, whether it be employees, subcontractors, agents, or affiliates will provide Services to Empire Capitol International’s customers in a professional, diligent and ethical manner, consistent with the level of care and skill that a reasonably prudent qualified contractor would exercise in comparable circumstances. In performing the Services, the Contractor and any person(s) or entity/entities acting on its behalf shall comply with all applicable customer policies as the same may be communicated to the Contractor from time to time, as well as with all applicable laws, regulations, rules and standards enforceable in the governing jurisdiction.
The Contractor is free to delegate the Services as it so chooses and to decide how, when and the manner in which the Services are completed, so long as the Services rendered meet the expectations and requirements of customers and the above-mentioned standard of performance of Empire Capitol International.
The Services required by this Agreement shall be performed by the Contractor or on its behalf by the Contractor’s employees, subcontractors, agents and/or affiliates, on the basis of the following understanding:
The Contractor agrees to furnish at its own expense any equipment, cleaning supplies, sanitization/cleaning chemicals and materials necessary for the completion of the Services in satisfactory condition and safe working order.
The Contractor agrees and warrants that the Services contemplated in this Agreement shall be completed within the timeframes and schedule prescribed by the Customer.
The Contractor will ensure at its own expense that it and/or any person(s) who may be performing Services on its behalf are dressed in appropriate and professional attire at all times, that befits the trade, and is in accordance with occupational health and safety requirements, as set out by law.
The Contractor agrees to maintain appropriate books and records in connection with its delivery of the Services and this Agreement, together with such supporting or underlying documents and materials, for the duration of this Agreement and for at least three years following the termination of this Agreement.
It is understood and agreed that all the books, accounts, records, and any other documentation and/or information [collectively, “data”] that may be connected with this Agreement shall forthwith upon the Company’s request be made available for the Company’s inspection by the Contractor, whether such data is in the Contractor’s possession or control, or in the possession or control of any other third party or parties.
ARTICLE THREE: INDEPENDENT CONTRACTOR
3.1 Nature of Agreement
It is agreed and acknowledged that the Contractor will perform the Services herein as an Independent Contractor and neither the Contractor nor any of its employees, subcontractors, agents or affiliates shall be considered an employee of Empire Capitol International. Nothing in this Agreement or the relationship between the Contractor and Empire Capitol International will be deemed to constitute an employer/employee relationship, partnership or joint venture between the parties, nor will it be deemed to constitute Empire Capitol International or the Contractor the agent of the other.
3.2 Agreed Terms
In its capacity as an independent contractor, the Contractor specifically agrees to and represents the following:
Representations of the Contractor
The Parties acknowledge and agree that Empire Capitol International is entering into this Agreement in reliance upon the representations made by the Contractor relative to its independent contractor status;
3.4 Limited Authority
It is agreed and understood that the Contractor will have no authority to enter into any contract, commitment or obligation on behalf of Empire Capitol International without its prior written consent.
The Contractor shall comply with all applicable federal, provincial and municipal laws, bylaws, rules and regulations arising out of or connected with the performance of the Services under this Agreement including but not limited to the requirements of the Occupational Health & Safety Act, Employment Standards Act, Ontario Human Rights Code, Employment Insurance Act and Workplace Safety and Insurance Act.
ARTICLE FOUR: NO TAX OR OTHER DEDUCTIONS FROM COMPENSATION
4.1 Contractor’s Filings and Deductions
Empire Capitol International shall not be responsible for withholding taxes or any other remittances required by law with respect to the Contractor’s compensation hereunder. The Contractor shall be solely responsible for the completion, proper filing and remittance of all legally required installment payments, levies, premiums, contributions, and/or deductions for the Contractor including but not limited to remittances for the Workplace Safety and Insurance Board, Canada Pension Plan, Employment Insurance, federal and provincial income taxes, GST/HST, Ontario Health Insurance Plan and other taxes or charges as may at any time be required by law or regulation.
4.2 Proof of Registration and Coverage
Empire Capitol International may require the Contractor to provide proof of registration and coverage with the Workplace Safety and Insurance Board upon request.
ARTICLE FIVE: INDEMNITY AND INSURANCE
5.1 No Liability
The Contractor understands that Empire Capitol International will not be held liable for damages or losses arising from any act of God, financial loss, distress, sickness or death that the Contractor may incur prior, during or after the term of this agreement.
5.2 Indemnification – General
The Contractor shall indemnify Empire Capitol International, its affiliates and its respective officers, directors, shareholders, employees, consultants and agents (hereinafter understood to be the “Indemnified Parties”) from and against any and all losses, costs, charges, expenses, damages, penalties and liabilities whatsoever, that may arise out of any action or demand relating to damages to property and/or injuries to persons occasioned by the performance of the Services under this Agreement, which without limiting the generality of the foregoing includes:
5.3 Indemnification – Remittances
The Contractor hereby agrees to indemnify Empire Capitol International from and against any and all claims, demands actions, suits, losses, costs, changes, expenses, damages and liabilities whatsoever which it may pay, sustain, suffer or incur by reason of or in connection with:
5.4 Officer Indemnity
If the Contractor is a corporation, then the representative of the corporation executing this Agreement hereby agrees to be personally responsible to Empire Capitol International and the Customer for this indemnification, shall personally assume the obligation of this indemnification clause, and shall also execute this Agreement in his or her personal capacity to evidence such agreement to indemnify as is set out in this paragraph.
5.5 Third Party Claims
In respect of any third party Claim, and for the purposes of effecting this indemnity, the Contractor will be entitled to elect by written notice addressed to the Indemnified Party, within fifteen (15) days after its receipt of such notice, to assume control over the investigation, defence, negotiation and settlement of such third Party Claim at its own cost, risk and expense.
5.6 No Set-Off, Counterclaim
The Contractor’s indemnity obligations will be enforceable without right of set-off or counterclaim as against Empire Capitol International. The Contractor will be, upon payment of an indemnity in full under this Agreement, subrogated to all of the Company’s rights with respect to such claims. The obligations under this Article shall be continuing and shall not be diminished by an approval or acceptance or payment for work by Empire Capitol International.
The Contractor shall at all times secure, maintain, pay for, and keep in good standing the following insurance during the term of this agreement at the Contractors own expense:
ARTICLE SIX: INVOICING
6.1 Invoicing Schedule
The Contractor will deliver an invoice to Empire Capitol International for Services rendered, along with any supporting documentation that Empire Capitol International may request, within five (5) business days of the completion of: (a) monthly-recurring Services or (b) at the end of the month in which any extra or other Services are rendered (for clarity, extra or other Services performed in a calendar month must be invoiced to us no later than the fifth (5th) business day of the following calendar month.
6.2 Compensation for Services
6.3 Content of Invoices
Invoices submitted to Empire Capitol International by the Contractor must include the following information in order to be processed. Invoices that do not contain the information below will not be paid until a fully corrected invoice is received from the Contractor.
6.4 Invoices at Termination
If this Agreement is terminated for any reason by either party, the Contractor will deliver a final invoice to Empire Capitol International along with any supporting documentation requested in accordance with all of the requirements set out in this Article Seven of the Agreement.
6.5 Customer Payments
Empire Capitol International will have the right to delay or withhold any payments owed to the Contractor in the event that the Customer for whom Services were performed by the Contractor fails to make payment to Empire Capitol International, and the delay or withholding of payment from the Customer is a result, whether directly or indirectly, of the actions, inactions and/or omissions of the Contractor in providing said Services
ARTICLE SEVEN: CONFIDENTIALITY, PRIVACY, NON-SOLICITATION AND INJUNCTIVE RELIEF
7.2 Ownership of Inventions and Materials
All materials including, but not limited to, documents, raw data, research, processes, technology, computer source code, programs, artwork, graphic design, marketing concepts and materials, and inventions conceived or produced in the performance of this Agreement shall solely belong to Empire Capitol International, and the Contractor shall have no claim to any ownership or interest whatsoever in any such materials conceived or produced in the performance of this Agreement.
7.4 Injunctive Relief
7.5 Privacy Legislation
Should the Contractor gain access to personal information, as that term is defined under The Freedom of Information and Protection of Privacy Act, the Contractor and anyone acting on behalf of or through the Contractor shall, ensure that the said personal information is kept confidential and is not disclosed without the written consent of the Empire Capitol International.
ARTICLE EIGHT: TERMINATION
8.1 Termination of Agreement by the Contractor
The Contractor may terminate this Agreement at any time by providing Empire Capitol International with thirty (30) days’ notice of termination in writing, such notice being subject to waiver by the Company, at its sole discretion.
8.2 Termination of Agreement by Empire Capitol International
This Agreement may be terminated by Empire Capitol International in the following manner in the specified circumstances:
ARTICLE NINE: CONTACT INFORMATION
9.1 Communication Any Communication required between the Parties concerning the terms in this Agreement shall be made in writing.
Any notice that is given hereunder in writing may be delivered by mail or in person (including by courier) in a manner that may be tracked or sent by facsimile, email or other electronic transmission. Notices delivered by mail or in person will be deemed received upon the date on which it is delivered if this occurs during business hours, or the following business day if it is delivered outside of business hours. Notices sent by facsimile, email or other electronic transmission or delivered outside of business hours will be deemed received on the next Business Day following the day of transmission or delivery. The addresses to be used for any deliveries or transmissions may be changed by notice in accordance with this Section and until so changed will be assumed to be the address set out in this Agreement.
ARTICLE TEN: ASSIGNMENT
10.1 Assignment by the Company
Empire Capitol International may assign this Agreement and all rights and or obligations hereunder to any third party without notice for any purpose including without limitation the collection of unpaid amounts, or in the event of an acquisition, corporate or business reorganization, merger or sale of the business or assets to another party or entity.
10.2 Assignment by the Contractor
This Agreement may not be assigned by the Contractor to any other person or party without the prior written consent of Empire Capitol International.
10.3 Assigned Parties
The Contractor must warrant that any proposed Assigned Party has the knowledge, skill and experience to provide the Services. The Contractor will ensure that the Services are only provided by Assigned Parties who are approved by the Company and that such Assigned Parties are available to perform the Services in accordance with a schedule, if any, established by the applicable customer. The Contractor covenants and agrees that it will not bring any Party or Parties to the workplace who are not engaged by the Contractor. This prohibition includes, but is not limited to, children of the Contractor or children of the workers/employees/agents/affiliates/contractors engaged, employed or retained by the Contractor. The Contractor is responsible to ensure that all Assigned Parties who are not Canadian citizens will possess the proper documentation to verify that they are legally authorized to work in Canada prior to performing any Services under this Agreement. Proof shall be provided to Empire Capitol International upon request.
ARTICLE ELEVEN: OTHER
11.1 Force Majeure
If either Party is unable to perform its obligations under this Agreement due to the occurrence of one or more events beyond that Party’s reasonable control, the time for the performance of such obligations will be extended for a period of time equal to the period of the duration of such events, provided that such Party promptly notifies the other of: (i) the invocation of this Section; (ii) the expected date of resumption of its obligations; and (iii) in the case of the Contractor the details of a contingency plan that will enable the Contractor to minimize the length of the delay. Such non-performing Party will use reasonable efforts to render performance in a timely manner.
The Contractor warrants that it has the necessary resources, competence and qualifications to provide the Services set out herein in a prompt and efficient manner in accordance with reasonable standards of performance expected as set out herein and quality acceptable to Empire Capitol International and the customer. The Contractor further warrants that all the Services provided under this Agreement will be free from any defect in workmanship and conform to the standards of the industry and to the requirements of this Agreement in all material respects. In the event that there are any deficiencies in the Services completed and/or delivered, the Contractor agrees to rectify any deficiencies at the Contractor’s expense immediately upon notification by Empire Capitol International or the applicable customer.
11.3 Authority, No Conflict
The Contractor is validly incorporated or registered under the laws of the Province of Ontario, Canada, and has the power and authority to enter into this Agreement. The Contractor further warrants that this Agreement does not conflict with any other agreement or obligation by which it may be bound by law or otherwise.
11.4 Terms of the Customer Agreement
Empire Capitol International shall advise the Contractor of any clauses or provisions in the Customer Agreement which are additional to those herein applicable to the Services to be provided hereunder.
11.5 Further Assurances
The Parties acknowledge and agree that it may be practically after the execution of this Agreement to make, do, execute or cause or permit to be made, done or further acts or documents to give full force and effect to this Agreement as contemplated.
11.6 Governing Law
This Agreement shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this agreement.
In the event that a court of competent jurisdiction shall deem any provision in this Agreement void or invalid, in whole or in part, the remaining provisions hereof shall remain in full force and effect, with the invalid or unenforceable parts severed from the remainder of this Agreement.
The waiver by either party of any breach or violation of any provision of this Agreement shall not operate or be deemed a waiver of any subsequent breach or violation of it.
The Parties appreciate that time is of the essence in providing the Services. Accordingly, whenever any payment is to be made or action is to be taken pursuant to this Agreement on a day other than a Business Day, it is understood that such payment will be made or action shall be taken on the next Business Day following such day. Unless otherwise specified, all references to monetary amounts in this Agreement are to lawful currency of Canada.
11.11 Entire Agreement
This Agreement, which includes the attached Appendix A (Services and Fees), constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements or understandings, whether written or oral, express or implied, between of the Parties or on their behalf pertaining to that subject matter. Each Party releases and forever discharges the other of and from all manner of action, causes of action, claims or demands under or in respect of any such prior agreement.
11.12 Modification of Agreement
No supplement, modification or waiver or termination of this Agreement will be binding unless executed in writing by the Party to be bound thereby.
11.13 Independent Legal Advice
The Contractor by way of execution of this Agreement acknowledges that prior to the execution of this Agreement, it has read this Agreement, understands and agrees with all of the provisions of this Agreement, has had the opportunity to obtain and be advised by an independent legal advisor with respect to it, and agrees to be bound by this Agreement.
11.14 Execution and Counterparts
This Agreement may be executed in any number of counterparts, which, taken together, will constitute one Agreement. It is further agreed that faxed or electronically delivered copies of this instrument are deemed as legally binding as the original. Signatories to this Agreement hereby acknowledge having full legal authority to execute the document in the name of the party for which they have given their signature.
ARTICLE TWELVE: DEFINITIONS & APPENDIX A
In this Agreement, terms set out in bold and italics, not otherwise defined in the body of the text of this Agreement have the following meanings:
“Area Manager” means the individual set out in Appendix A who represents Empire Capitol International or such other person as may be designated by Empire Capitol International from time to time;
“Assigned Party” means any person(s) and/or entity/entities assigned to perform the Services contemplated in this Agreement on behalf of the Contractor with the written consent of Empire Capitol International;
“Business Day” means a day, other than a Saturday, Sunday or a statutory or civic holiday in the Province of Ontario;
“Claim” means any claim, demand, action, assessment or reassessment, suit, cause of action, damage, loss, charge, judgment, debt, costs, liability or expense, including taxes, interest and penalties imposed by law and the reasonable professional fees and all costs incurred in investigating or pursuing, defending or settling any of the foregoing or any proceeding relating to any of the foregoing;
“Commencement Date” means the date set out in Appendix A, or such other date as is agreed to by Empire Capitol International in writing, on which the Contractor will begin to provide the Services;
“Confidential Information” includes but is not limited to the following information that may be disclosed to or received by the Contractor during or as a result of providing the Services, whether originating from Empire Capitol International or any other source:
“Customer” means any customer or client of Empire Capitol International
“Fee” or “Fees” means an amount agreed to be paid to the Contractor for the provision of any part of the Services as set out in Appendix A;
“Parties” means Empire Capitol International and the Contractor, and “Party” means either one of them;
“Person” includes an individual, a corporation, a general or limited partnership, a joint venture, a trust, an unincorporated organization or business, the Crown or a federal, provincial, national, state or municipal government or any agency or instrumentality of the Crown or a government or any entity recognized by law;
“Premises” has the meaning attributed thereto in Appendix A; and
“Services” means the tasks or activities required to be performed by the Contractor as set out in Appendix A and any services ancillary thereto.
1) Description of Services
Contractor agrees to perform general cleaning and janitorial services including but not limited to: dusting, vacuuming, sweeping, mopping, lavatory cleaning, facility maintenance, stripping and waxing of floors and surfaces, carpet washing, window washing, floor burnishing, cleaning and sanitization of bathrooms, cleaning and sanitization of kitchens, day to day management of cleaning personnel, and onsite quality control inspections (collectively the “Services”);
The Contractor shall render the said Services for each and every client account that is assigned to it by the Company during the term of this Agreement, based on the mutual understanding and agreement of the parties;
The Services will be performed on the days and during the hours specified by the Customers.
2) Compensation And Customer Locations
The Contractor agrees to provide the Services as set out herein at the following customer locations and fees.
The Contractor also agrees to be bound and comply with all the terms and conditions herein for any and all other customer accounts they may service now or in the future not detailed or specified in this Agreement.
The parties hereby indicate by their signatures below that they have read and agree with the terms and conditions of this Agreement in its entirety.
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Signed by Joe Terceira
Signed On: August 17, 2017
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Document Name: Subcontractor Agreement
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