Empire Capitol International Inc.

Subcontractor Agreement


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

Phone: 1-800-219-3904

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

2.1 Services

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:

  • Standard of Performance

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.

  • Delegation and Completion of Services

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.

  • Staffing Requirements

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:

    • Empire Capitol International shall not be involved in the hiring or supervision of or payment of compensation to any such person(s) or entity/entities for the services rendered on behalf of the Contractor in completion of the Services contemplated in this Agreement.
    • The Contractor will be responsible for ensuring that all person(s) and/or entity/entities providing the Services on its behalf act in compliance with all the terms of this Agreement.
    • The Contractor further acknowledges that there may be circumstances wherein it becomes necessary to replace person(s) or entity/entities who perform the Services contemplated in this Agreement on its behalf, upon the request of Empire Capitol International or the customer, and agrees to do so within 24 hours of a request for the same.
    • Empire Capitol International may further request from the Contractor at any time the full name, photo ID, contact information, vehicle make and models and such other documentation as may be reasonably required of the Person(s) performing the Services for security reasons and clearance.
  • Equipment and Supplies

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.

  • Time and Schedule for Completion of Services

The Contractor agrees and warrants that the Services contemplated in this Agreement shall be completed within the timeframes and schedule prescribed by the Customer.

  • Attire & Safety Gear

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.

  • Books and Records

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.

  • Inspection

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:

      • Subject to the terms set out herein, the Contractor will provide the services under this Agreement free from the direction or control of Empire Capitol International as to means, manner and methods of performance. The Contractor shall control the manner in which the Services are performed and completed and shall be responsible for determining how to do the work, and what resources and time are required or whether or not other people shall be retained by the Contractor for the purpose of completing the Services at the Contractor’s expense.
      • It is agreed and acknowledged that the Contractor has the right to and in fact intends to perform services for third parties, during the term of this Agreement.
      • The Services required by this Agreement shall be performed by the Contractor or its employee(s), subcontractor(s), agent(s) and/or affiliate(s) for customers without undue interference from Empire Capitol International as to the manner in which said services are being delivered;
      • It is understood and agreed that Empire Capitol International may perform spot inspections on the Services rendered by the Contractor for customers of the Company for the sole and limited purpose of ensuring that the said work has been completed in a manner that is in accordance with the Company’s agreement with the Customer.
      • Neither the Contractor nor the Contractor’s employee(s), subcontractor(s), agent(s), and/or affiliate(s) shall receive any training from Empire Capitol International in the professional skills necessary to perform the Services required by this Agreement;
      • Neither the Contractor nor the Contractor’s employee(s), subcontractor(s), agent(s), and affiliate(s) shall be required by Empire Capitol International to perform the services herein on a full-time basis or at specified or designated hours; The Contractor acknowledges however that the Customer may prescribe specific or designated hours for the delivery of services, and expressly agrees to schedule and perform said services as per the Customer’s requirements.
      • Under no circumstances will the Contractor, or its employees, subcontractors, agents or affiliates be entitled to participate in any of the benefit plans which Empire Capitol International may offer to its own employees from time to time.

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.

3.5 Compliance

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:

      • any injury sustained by any Person in connection with this Agreement (including death resulting therefrom);
      • any damage to property (including materials, machinery, tools or equipment), whether furnished by the Customer, Empire Capitol International or the Contractor;
      • any negligent or deliberate acts or omissions of any person for whom the Contractor may be responsible (including any Assigned Person);
      • the Contractor’s failure to fulfill any part of this Agreement;
      • the breach or incorrectness of any representation or warranty that the Contractor has provided; or
      • any Claims arising as a result of or in relation to the Contractor’s relationship with Empire Capitol International and this agreement.

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:

      • the failure to withhold from payments made to the Contractor any:
      1. Canada Pension Plan, Employment Insurance or federal and/or provincial income tax withholdings;
      2. GST/HST and other taxes or charges as may at any time be required by law or regulation;
      • Other source deductions;
      • a determination made by government entity, agency or collecting body that (notwithstanding the express and mutual intention of the Parties) the relationship between Empire Capitol International and the Contractor (or any Assigned Person) is not that of an Independent Contractor relationship;

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.

      • If the Contractor elects to assume such control, the Indemnified Party will have the right to participate in the investigation, defence, negotiation and settlement of such third party claim at the cost of the Contractor and to retain counsel to act on its behalf, provided that the fees and disbursements of such counsel will be paid by the Indemnified Party unless the Contractor consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Contractor and the Indemnified Party and the representation of both the Contractor and the Indemnified Party by the same counsel would be inappropriate due to the actual or reasonably potential differing interests between them (such as the availability of different defences). The Contractor will not settle any Claim without the prior written consent of the Indemnified Party.
      • If the Contractor does not elect to assume control of the investigation, defence, negotiation and settlement of the third party Claim, or if the Contractor, having elected to assume such control thereafter fails to diligently defend the third party Claim, the Indemnified Party will have the right to assume such control in such reasonable manner as it may deem appropriate, at the cost, risk and expense of the Contractor, and the Contractor will be bound by the results obtained by the Indemnified Party with respect to such third party Claim. The Contractor will have the right to participate in such defence at its own cost 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.

5.7 Insurance

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:

      • Commercial General Liability Insurance in the amount of two million dollars ($2,000,000) to fully protect the Contractor, Empire Capitol International from any and all claims of any nature for damage to property and/or personal injury including death. Empire Capitol International must be named as additional insured and a certificate holder on the Contractor’s insurance policy and the Contractor agrees to provide Empire Capitol International proof of insurance within 24 hours whenever requested for any reason. Failure to provide proof of valid insurance may result in termination of this Agreement for breach and the forfeiture of any outstanding amounts owed to the Contractor.
      • Automobile Liability Insurance with a limit of not less than two million dollars ($2,000,000) to cover all automobiles operated by or on behalf of the Contractor and its personnel, whether owned or hired, in the course of providing the Services hereunder.
      • The Contractor expressly acknowledges that should it fail to obtain proper insurance, or to provide proof of valid insurance, as required herein, this will amount to a material breach, and may result in the immediate termination of this Agreement, and the forfeiture of any outstanding amounts owed to the Contractor. The Contractor further agrees that should there be any damages stemming from its actions, inactions or omissions during the term of this Agreement, and it does not have proper or valid insurance coverage for said damages, it will be solely liable and responsible for payment of such damages.

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

      • Empire Capitol International shall make full payment of the invoiced amount to the Contractor within thirty (30) days of receipt of the invoice so long as there are no objections to the invoice.
      • In the event that there is an objection to an amount or amounts invoiced by the Contractor, Empire Capitol International shall inform the Contractor of said objection within fourteen (14) days of receipt of the objection, and seek further clarification and breakdown as to the nature of the objected charge(s) as invoiced. The Contractor shall be entitled only to compensation for Services rendered that are approved by the customer for which payment is received by the Company from the customer. The Company shall be entitled to defer payment on any amounts in contest, and shall not be obliged to make payment on any amounts invoiced that are not approved and paid for by the customer, notwithstanding any other provision of this agreement to the contrary.
      • In the event that the Contractor disputes payment made by or on behalf of Empire Capitol International, the Contractor shall notify the Company within fourteen (14) days of receipt of payment on the disputed invoice. Any payment not disputed within said fourteen (14) day timeframe shall be deemed accepted by the Contractor as full payment for Services.
      • Any late invoices delivered by the Contractor shall be paid within a reasonable time after the Contractor submits the invoice to Empire Capitol International.

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.

      • The Contractor’s Corporation or Business name (which must be the same name filed with Canada Revenue Agency or the appropriate government agency matching your business registration)
      • The Contractor’s business mailing address
      • The Contractor’s phone number
      • Bill To: Empire Capitol International Inc. 1 Yonge St. Suite 1801. Toronto, Ontario, M5E-1W7
      • Description of the type of Service provided, and where and when the Services was rendered; (For example: Cleaning Services at 123 Main St. for January 2020 or Carpet Cleaning Service at 123 Main St for January 2020). Invoiced items must be listed separately by each customer and the different service provided for each customer.
      • The fees payable for each customer/premises/service for that month;
      • The date the invoice is being issued to Empire Capitol International;
      • The Contractor’s HST number
      • Subtotal for the amount of Services rendered, before taxes
      • HST Total;
      • Total including HST (Subtotal + HST = Total)

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

7.1 Confidentiality

      • The Contractor acknowledges that in dealing with Empire Capitol International, the Contractor shall, or may, be making use of, acquiring or adding to information about certain matters and things which are confidential to the Empire Capitol International, and which information is the exclusive property of the Company and/or its customers (hereinafter, “Confidential Information”).
      • It is agreed that the Contractor shall not, except with the prior written consent of the Company, at any time during or following the term of the Contractor’s dealings with the Empire Capitol International, directly or indirectly, disclose, divulge, disseminate, reveal, report, publish, transfer or use for any purpose any of the information which has been obtained by the Contractor directly or indirectly from Empire Capitol International as a result of the Contractor’s dealings with the Company herein, including without limitation, any Confidential Information. The Contractor further agrees to protect and prevent any wrongful use, dissemination or publication of such Confidential Information not permitted hereunder by a reasonable degree of care and prudence.

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.

7.3 Non-Solicitation

      • The Contractor acknowledges that through this Agreement and the delivery of the Services it will gain access to and detailed knowledge about Empire Capitol International, and the clients, customers, prospective clients employees, agents, officers, directors, staff, contractors, subcontractors, suppliers, advertisers, partners, distributors, marketing systems, strategies and techniques, lead generation systems, business contacts, customers, client accounts, and the operations of Empire Capitol International.
      • The Contractor agrees with and for the benefit of Empire Capitol International that so long as the Contractor engages in continued commercial dealings with Empire Capitol International and for a period of one (1) year from the date of termination or cessation of the Contractor’s commercial dealings with Empire Capitol International herein, however caused:
      • The Contractor will not for any reason, directly or indirectly, either as an individual or as a partner or joint venturer or as an Contractor, principal, consultant, agent, shareholder, officer, director or sales representative for any person, firm, association, organization, syndicate, company or corporation, contact or in any other manner solicit or accept business which is the same as, similar to or intended to perform the same service or functions as the business of Empire Capitol International, or from any of its clients, customers, prospective clients and customers with whom the Consultant had direct or indirect contact on behalf of Empire Capitol International during the course of the Consultant’s commercial dealings with Empire Capitol International herein;
      • The Contractor will not solicit or aid in the solicitation of, or contact for the purpose of selling, marketing, offering for sale, soliciting for sale any product or service which is the same as, similar to, or intended to perform the same service or functions as the business of the Empire Capitol International to any client, former client or prospective client of Empire Capitol International, with whom the Contractor had direct or indirect business dealings on behalf of the Company within the period of twelve (12) months immediately prior to the termination or cessation of the Contractor’s commercial dealings with Empire Capitol International; and
      • The Contractor specifically agrees and warrants it will not directly or indirectly in any individual, representative or participatory capacity divert or attempt to divert, induce, poach, solicit, circumvent or interfere in any way with any customer account that was serviced by Empire Capitol International at any time during the term of this Agreement. It is further agreed and understood that if any such customer accounts are or were part of a chain of premises or franchises, the Contractor’s covenants under this paragraph will apply to all premises that are part of those chain(s) in every city or municipality serviced by Empire Capitol International;
      • The Contractor further agrees that, during the term of this Agreement and for a period of twelve (12) months following termination or cessation of commercial dealings with Empire Capitol International, however caused, the Contractor will not hire, retain or take away or cause to be hired, retained or taken away any employee, agent, officer, director, staff, contractor, subcontractor, supplier, or distributor of Empire Capitol International; or, following termination or cessation of the Contractor’s commercial dealings with Empire Capitol International, any employee, agent, officer, director, staff, contractor, subcontractor, supplier, or distributor who was in the employ of or had any dealings with the Empire Capitol International during the twelve (12) months preceding the termination;
      • The Contractor agrees that if at any time it requires the services of an employee, agent, officer, director, staff, contractor, subcontractor, supplier or distributor who is employed or retained by Empire Capitol International, the Contractor will seek out those services through Empire Capitol International and will not circumvent Empire Capitol International in an attempt to deal directly with the aforementioned parties independently.

7.4 Injunctive Relief

      • The Contractor acknowledges and agrees that without prejudice to any and all other rights of Empire Capitol International, in the event of any violation or attempted violation by the Contractor of any of the covenants contained in this Article of the Agreement, an injunction or any other like remedy shall be the only effective remedy to protect Empire Capitol International and that an interim injunction may be granted immediately on the commencement of any suit.
      • The Contractor understands and agrees that Empire Capitol International has a material interest in preserving its business, property and the relationship it has developed with its customers against impairment by competitive activities of a former Contractor. Accordingly, the Contractor agrees that the restrictions and covenants contained in this Agreement and the Contractor’s agreement to them by execution of this Agreement, are of the essence to this Agreement and constitute a material inducement to Empire Capitol International to enter into this Agreement and to engage in commercial dealings with the Contractor, and that Empire Capitol International would not enter into further commercial dealings with the Contractor absent such an inducement. Further, the Contractor understands and agrees that the restrictions and covenants contained in this Agreement shall each be construed as independent of any other portion of this Agreement, and the existence of any claim or cause of action by the Contractor against Empire Capitol International, whether predicated on this Agreement or otherwise, shall not constitute a defence to the enforcement by Empire Capitol International of such covenants and restrictions.

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:

      • Termination for Breach or other Cause: The Company may upon written notice to the Contractor forthwith terminate this Agreement without notice and without any compensation whatsoever:
      1. Where there is a material breach of the provisions of this Agreement by the Contractor, as determined in the sole discretion of the Company;
      2. If the Contractor is in breach of this Agreement and does not remedy said breach within five (5) Business Days of receiving written notice of same
      3. Where there is consistent poor performance on the part of the Contractor, after being advised as to the standard required, as determined in the sole discretion of the Company;
      4. Where there any intentional or grossly negligent disclosure of any confidential information by the Contractor, as determined in the sole discretion of the Employer;
      5. The Contractor’s violation of any local, provincial or federal statute, including, without limitation, any act of dishonesty such as embezzlement or theft;
      6. Conduct on the part of the Contractor that is materially detrimental to the business or the financial position of Empire Capitol International, as determined in the sole discretion of the Company;
      7. Personal conduct on the part of the Contractor which is of such a serious and substantial nature that, as determined in the sole discretion of the Company it would injure the reputation of Empire Capitol International if the Contractor was retained as its independent contractor;
      8. If the Contractor is dissolved or becomes bankrupt or insolvent;
      9. Any and all omissions, commissions or other conduct which would constitute cause at law, in addition to the specified causes.
      • Termination for Force Majeure: If a force majeure event described in Article 12.1 delays the Contractor’s performance for more than thirty (30) days, Empire Capitol International may, in addition to any other right or remedy that the Company is entitled to exercise, immediately terminate this Agreement with notice on the expiry of that thirty (30) day period.
      • Termination without Cause: Empire Capitol International may terminate this Agreement at any time for any reason by providing the Contractor with thirty (30) days’ notice of termination in writing or pay in lieu of said notice;
      • Alternative – Termination of a Dependent Contractor/Employee: In the event that a determination is made that notwithstanding the express and mutual intention of the parties, the relationship between the Contractor (or any Assigned Person) and Empire Capitol International is that of an Employee-Employer or a Dependent Contractor, rather than an Independent  Contractor, the Company may terminate this Agreement without cause in its sole discretion for any reason, upon providing the Contractor with the following:
      1. The Contractor’s minimum entitlements pursuant to the Employment Standards Act, 2000 as amended, which includes as follows:
      • notice of termination or pay in lieu of notice of termination;
      • the continuation of employment benefits during such statutory notice period;
      • Any statutory severance payments that may, if applicable, be owing;
      1. Any other minimum payment, benefit or entitlement as may be required pursuant to the Employment Standards Act, 2000 as amended.
      • In the event of any amendment or change to the Employment Standards Act that modifies the Contractor’s applicable, minimum entitlements upon termination without cause, if any, the Employer shall upon such termination provide or pay to the employee such notice or pay in lieu thereof as is provided under the amended Employment Standards Act. Provided that if the Contractor’s entitlement pursuant to this Agreement, if any, is greater than that provided by any amended Employment Standards Act, the Contractor’s entitlement shall be in accordance with this Agreement.
      1. The aforesaid notice or payment in lieu of notice shall constitute the Contractor’s sole entitlement to compensation, severance payment, pay in lieu of notice and damages for wrongful dismissal upon a termination of the within Agreement without cause.
      2. Upon satisfaction by Empire Capitol International of the said obligation, the Contractor releases all further claims it has or may ever have against the Company for damages, compensation, pay in lieu of notice, severance payment or other relief at common law or pursuant to any applicable statute, including but not limited to further claims pursuant to Employment Standards Act, or claims at common law for damages for wrongful dismissal or other relief arising from the termination of the within Agreement. This paragraph shall be a complete defense to any claim by the Contractor for any such relief
      3. The Contractor further acknowledges and accepts that the payments and notice provided for in this section represent the total amount of notice or pay in lieu of notice Empire Capitol International would be obligated to provide to the Contractor on termination for any reason, and satisfies all obligations the Contractor may have at common law and pursuant to the Employment Standards Act, 2000, as amended.
      • Consequences of Termination
      • Upon termination of this Agreement, the Contractor shall cease to provide any further Services. Subject only to the express terms of this Agreement, the Company shall be under no obligation to the Contractor other than to pay, upon receipt of an invoice and satisfactory supporting documentation, such compensation as, in the reasonable opinion of the Company; the Contractor may be entitled to receive under this Agreement for work completed to the satisfaction of the Company up to the date of termination.
      • If this Agreement is terminated for any reason, the Contractor agrees to immediately transfer to Empire Capitol International all work product, data, information and property that was generated, prepared and/or produced by the Contractor or provided to the Contractor for the purpose of the delivery of the Services. If the Services are incomplete, the Contractor will also immediately transfer, to the extent that it is available, the information necessary to complete the Services or allow the Company to make use of the any deliverables provided.
      • In the event the Contractor does not provide the services for the Company during the notice period as set out in this Article, this will be considered a material breach of this Agreement and any outstanding monies that may be owed to the Contractor by Empire Capitol International shall be payable forthwith by the Contractor to the Company as liquidated damages and not as a penalty ;
      • The Contractor understands and agrees that it may be necessary during the notice period for the Company to retain the services of other contractors to work on the same customer accounts that the Contractor has been working on, for the purposes of making proper arrangements to transition said services following the termination of this Agreement. The Contractor shall cooperate with all such other contractors during a notice period as may be reasonably required by the Company.

ARTICLE NINE: CONTACT INFORMATION

9.1 Communication
Any Communication required between the Parties concerning the terms in this Agreement shall be made in writing.

9.2 Notices

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.

11.2 Warranty

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.

11.7 Headings

Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this agreement.

11.8 Severability

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.

11.9 Waiver

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.

11.10 Interpretation

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:

      1. proprietary information regarding the Employer’s processes, procedures, inventions and operations;
      2. lists of past, present and prospective customers/clients;
      3. records and statistics;
      4. profits, costs and pricing data, sales policies, marketing plans and strategies and any other information relating to the distribution, sale or supply of the Employer’s products and services;
      5. personnel information, including but not limited to the names and backgrounds of key personnel, personnel lists, information about compensation and benefits, performance evaluations of personnel and training and promotional policies;
      6. plans, product specifications, methods, technical and product bulletins, improvements, surveys and research and development programs;
      7. any other materials or information related to the Employer’s business which is not generally known to others; and
      8. records and other materials in the form of notes, letters, data, tapes, reference items, models, sketches, blueprints, drawings and writings, in any way relating to any of the above information and any and all copies or extracts thereof (“Records”)
      9. financial information regarding the Employer;
      10. Data, information, records or other materials as set out in subsections (i) to (ix) pertaining to the Employer’s clients or customers;
      11. personal information, including customer/clients’ names, mailing or email addresses;
      12. other contact or personal information respecting any customer/client or supplier of the Employer.

“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.

Appendix A

SERVICES

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

Empire Capitol International Inc. https://empirecapitol.com
Signature Certificate
Document name: Subcontractor Agreement
Unique Document ID: 7ad458bbf63f5a7f4899483047248e8dd3fe4add
Timestamp Audit
July 7, 2017 5:01 pm EDTSubcontractor Agreement Uploaded by Joe Terceira - ceo@empirecapitol.com IP 70.50.196.10