Contractor
TERMS OF SERVICE

Contractor Terms and Conditions

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Last Updated Date: August 8, 2024

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1. Engagement

1. Unless otherwise defined in these Terms and Conditions, all capitalized terms bear the meaning given to them in the Agreement to which these Terms and Conditions are attached as Schedule “A”. This Agreement shall commence on the completion of the “Become a Rebel” form and shall continue for so long as the Contractor continues to provide Services to the Company, unless terminated earlier in accordance with terms of these Terms and Conditions.

2. Services
   1. The Contractor shall personally provide the agreed services under the form input “Your Prefered Roles” during the time frame agreed through the “La Resistance Platform” and until the Company confirms in writing that the Services are complete to its satisfaction. 
   2. The Contractor shall provide the Services on a non-exclusive basis, provided that no other engagement shall interfere with the Contractor’s ability, availability and capacity to fulfill the Contractor’s obligations under this Agreement. The Contractor agrees not to provide services to third parties in such a way that is inconsistent with any provisions of this Agreement, or that so occupy the Contractor’s time and efforts as to impair or diminish the quality, professionalism and/or timeliness of the Services provided to the Company under this Agreement.

3. The Contractor shall comply with all applicable Company policies and procedures relating to the Company's business, including those related to occupational health and safety and to use of the Company’s facilities, supplies, information technology, equipment, networks and other resources.

4. Unless otherwise provided by the Company, Contractor shall furnish, at its own expense, the equipment, supplies, tools and other materials used to perform the Services. The Company shall provide the Contractor with access to its premises and equipment to the extent necessary for the Contractor’s performance of the Services. The Contractor shall be available to perform the Services at such time and places as are mutually agreeable to the Parties.

5. The Company shall have no liability or responsibility for withholding or remitting any income, payroll, or other federal or provincial taxes, including employment insurance remittances (EI), Canada Pension Plan (CPP) contributions or employer health tax, or worker's compensation insurance premiums for the Contractor. The Contractor is responsible for these withholding, remitting and registration obligations, and shall indemnify the Company from and against any order, penalty, interest, taxes or contributions that may be assessed against the Company due to the failure or delay of the Contractor to make any such withholdings, remittances or registration, or to file any information required by any law.

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3. Service Fees
   1. Provided that the Services are provided to the full satisfaction of the Company, and subject to the Contractor’s compliance with all of the terms and conditions of this Agreement, the Company shall pay the Contractor the Fees defined in the applicable Project Services Form. 
   2. The Contractor accepts payment of the Fees in full and final consideration for the Services provided hereunder, the Work Product, the Rights and all other benefits received by the Company in connection with this Agreement.
   3. The Contractor shall submit invoices to billings@laresistance.agency on a schedule to be determined by the Contractor. Company shall pay all undisputed Fees within thirty (30) days on receipt. The Company may dispute invoiced amounts on reasonable grounds set forth in writing. The Parties will work together to resolve any such disputes.
   4. The Company shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, provincial or municipal governmental entity on any amounts payable by Company hereunder; provided that, in no event shall Company pay or be responsible for any taxes, statutory withholdings, deductions or remittances, imposed on or with respect to the Contractor's income, revenues, gross receipts, real or personal property,  other assets.
4. Schedules and Deadlines
   1. The Company shall set reasonable schedules for the Contractor’s delivery of the Services. The Contractor will immediately notify the Company if the Contractor is unable to meet the schedule.
5. Expenses
   1. The Company is not required to reimburse the Contractor for expenses that are incurred by the Contractor in providing the Services, unless such expenses are receipted and have been pre-approved in writing by an authorized representative of the Company. At no time shall the Contractor have the authority, or represent itself as having the authority, to charge items or incur debts or other obligations (financial or otherwise) on behalf of the Company or to undertake any obligations or enter into any agreements on the Company’s behalf.

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6. Intellectual Property 

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1. The Company is and shall be the sole and exclusive owner, upon performance of the Services, of all rights, title and interest, of every kind and nature, throughout the universe, including without limitation 100% of all copyright throughout the universe, in and to the results and proceeds of the Services, including without limitation the Deliverables (if any) listed in the applicable Project Services Form (the “Work Product”). The Contractor irrevocably grants, transfers and assigns to the Company, upon creation, all rights, title and interest of every kind and nature throughout the universe including, without limitation, all intellectual property rights therein and 100% of all copyrights and renewals and extensions thereof in and to the Work Product (the “Rights”).

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2. Without limiting the generality of the Section 6.1, and for the avoidance of doubt, the Rights shall include, without limitation, the exclusive, irrevocable, perpetual, and worldwide right to use the Rights in all media, whether now known or hereafter devised (including, without limitation, the Internet, digital media, mobile, television, theatrical, and video-on-demand), throughout the universe, in all languages, and the right to assign or license the Rights to any third-party.

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3. The Contractor hereby irrevocably waives, to the fullest extent possible, in favour of the Company and the Company’s licensees, assignees, and successors, the benefit of any and all moral rights or any similar or analogous rights pursuant to the Copyright Act (Canada) or any similar or analogous legislation in any jurisdiction worldwide, both on the Contractor’s part and on behalf of the Contractor’s heirs, executors and personal representatives, with respect to the Work Product and the Rights.

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4. Without limiting the foregoing, the Contractor hereby irrevocably assigns, licenses and grants to the Company, in perpetuity, the rights, if any, of the Contractor to authorize, prohibit and/or control the renting, lending, fixation, reproduction and/or other exploitation of the Project by any media and means now known or hereafter devised as may be conferred upon the Contractor under applicable laws, regulations or directives, including without limitation any so-called rental and lending rights pursuant to any directives from the European Union and/or enabling or implementing legislation, laws or regulations enacted by the member nations of the EU and any other nation.

7. Name and Likeness
   1. The Contractor hereby grants to the Company the right to use the Contractor’s name, likeness and/or biography in connection with the production, distribution, exhibition, advertising, promotion and other exploitation of the Project and all subsidiary and ancillary rights therein, including without limitation, soundtrack albums, publications, merchandising and commercial tie-ups; provided that in no event will the Contractor be depicted as using or endorsing any product, commodity or service without the Contractor's prior consent.

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8. Publicity
   1. The Contractor will not communicate any derogatory reference about the Company, parties related to the Project, or the Project. However, after the commercial release of the Project, Contractor may use the Project in Contractor’s personal promotional package including reels.
9. Confidential Information
   1. The Contractor acknowledges that in the course of providing the Services, the Contractor may create or have access to information that is treated as confidential and proprietary by the Company including, without limitation, information pertaining to any Work Product, the Company’s business, Customers, Prospective Customers, products, services, intellectual property and trade secrets, in each case whether spoken, written, printed, electronic or in any other form or medium (collectively, the “Confidential Information”). This Agreement is within the scope of Confidential Information. Confidential Information shall not include information that (i) is or becomes generally available to and known by the public, other than as a result of the Contractor’s unauthorized disclosure or material breach of Agreement; (ii) was already in Contractor’s possession or available to the Contractor on a non-confidential basis before this Agreement commenced; (iii) becomes available to the Contractor on a non-confidential basis from a source not bound by a confidentiality obligation or agreement with the Company; or (iv) has been or is independently developed by the Contractor without violating any of the obligations under this Agreement or without use of, or reference to, the Confidential Information.

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2. The Contractor shall treat all Confidential Information as strictly confidential and only use the Confidential Information for the purpose of the Services. The Contractor shall not, without the prior written authorization of the Company, either during the term of this Agreement or at any time after the termination or completion of this Agreement: use any Confidential Information for the benefit or purposes of the Contractor or any other person, company or organization whatsoever; or disclose any Confidential Information to any person, company or other organization whatsoever. 

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3. If, either during the term of this Agreement or after the termination or completion of this Agreement, the Contractor is compelled or required to disclose any Confidential Information by law or court order or pursuant to any requirement, request or process of any legal, regulatory or governmental authority, the Contractor shall: give the Company immediate prior written notice of such requirement, request or process so that the Company may seek, at its sole cost and expense, an appropriate protective order or other remedy; and cooperate with the Company to obtain such protective order or other remedy.

10. Non-Solicitation

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1. During the term of this Agreement and for a period of twelve (12) months following the termination or completion of this Agreement, the Contractor shall not make any solicitation to employ or otherwise engage the Company’s personnel without the prior written consent of the Company.

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2. Further, during the term of this Agreement and for a period of twenty-four (24) months following the termination or completion of this Agreement, the Contractor shall not, either directly or indirectly, on the Contractor’s own behalf or on the behalf of any other person, firm or business identity, solicit or accept engagements to provide audio-visual production services from any Customer or Prospective Customer of the Company. “Customer” means a customer or client of the Company that the Company serviced during the term of this Agreement  for which Contractor reasonably knew was a customer including but not limited to customers for which Contractor provided services. “Prospective Customer” means a potential customer or client that the Company was pursuing within the twelve (12) months preceding the termination of this Agreement for which Contractor reasonably knew was a prospective customer including but not limited to prospective customers for which Contractor knew they might be providing services.

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11. Suspension, Termination and Completion
    1. Either Party, in its sole discretion, may terminate this Agreement at any time without cause, and without liability except for payment for Services already rendered and approved before the termination, by providing at least ten (10) business days’ written notice to the other Party.

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2. Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party breaches this Agreement and such breach is incapable of being cured, or with respect to a breach capable of being cured, the Defaulting Party does not cure such breach within five (5) business days after receipt of written notice of such breach.
3. The Company may suspend this Agreement, effective immediately, if an event of force majeure (which shall include equipment failure, inclement weather, pandemic (excluding COVID-19 but including any COVID-19 related shutdowns, delays, governmental restrictions, or prohibitions), fire, strike or other labor dispute, flood or other act of God, act of war or insurrection, lawful acts of public authorities, delays or defaults caused by common carriers, or other events beyond the performing party’s control) renders either the Company’s or the Contractor’s performance of some substantial portion of its obligations under this Agreement impossible or impractical. Either Party shall be entitled to terminate this Agreement, effective immediately, and without further compensation beyond what is due to the Contractor to the date of termination, if this Agreement is suspended for a period of fifteen (15) consecutive days, or an aggregate of thirty (30) days during the Term. During a suspension period no Fees shall accrue.
4. Upon the completion or the termination of this Agreement for any reason, or at any other time upon the Company's written request, the Contractor shall, within five (5) days after such completion, termination or request: deliver to the Company (or destroy if requested by the Company in writing) all Company’s Confidential Information in Contractor’s control or possession and all Work Product and other materials, whether or not complete, prepared by or on behalf of the Contractor in connection with the Services; permanently erase all of the Company’s Confidential Information from the Contractor’s computer systems; on a pro rata basis, repay all fees paid in advance, if any, for any Services that have not been provided.
5. Following completion or termination of this Agreement, the Company shall pay the Contractor any Fees due and unpaid to the completion or termination date.
6. Notwithstanding anything to the contrary herein, Company shall not be subject to any form of cancellation or rescheduling fees in the event such cancellation or rescheduling is as a result of an event of force majeure.

12. Contractor’s Representations and Warranties

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1. The Contractor represents and warrants that: 

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1. the Contractor is free to enter into this Agreement and has the necessary power, capacity and authority to and is not under any obligation or disability, created by law or otherwise, which in any manner or to any extent prevents or restricts the Contractor from entering into this Agreement and fully and freely performing all of the Contractor’s obligations under this Agreement and assigning of Rights;

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2. the Contractor has not done any act which might, has or will impair the Rights conveyed or interfere with the use of the Work Product by the Company as permitted in this Agreement;

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3. all Work Product or other material created, delivered, added, interpolated and/or submitted by the Contractor for or to the Company (apart from material provided by the Company to the Contractor or incorporated into the Work Product at the Company’s specific and detailed request) (i) shall not infringe upon or violate any rights of any third party, including without limitation intellectual property rights; (ii) shall not offend any statute or law, including any common law or statutory rights of any person, firm, or corporation, including, without limitation, contractual rights, copyrights, trademark, and rights of privacy, (iii) shall be free and clear of any claims of third parties for any further compensation; and (iv) shall not constitute defamation;

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4. the Work Product is free and clear of any and all claims, rights and obligations, including that there is no litigation, action, claim, lien or encumbrance pending or threatened; and

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5. the Contractor has obtained independent legal advice with respect to this Agreement or has waived such advice having full knowledge of this right.

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2. If any claim or action is made or brought alleging facts which, if true, would constitute a breach of any of the warranties set forth in this Agreement then pending final determination of such claim or action, the Company may withhold from any funds payable to the Contractor a reasonable amount of which it deems necessary to cover the estimated cost of the claim or action until final resolution of same.

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13. Indemnification and Insurance
    1. Contractor’s Indemnification. The Contractor shall indemnify and hold harmless the Company, and its officers, directors, employees, agents, licensees, successors and assigns, and its and their directors, officers, performers and agents, from and against all losses, damages, liabilities, deficiencies, actions, judgements, interest, awards, penalties, fines, costs, reasonable legal fees or expenses of whatever kind, arising out of or resulting from: the Contractor’s breach of any term, representation, warranty or obligation under this Agreement; and bodily injury, death of any person, or damage to real or intangible personal property, resulting from the Contractor’s acts or omissions. The Company shall promptly notify the Contractor of any claim subject to indemnification hereunder and the Contractor shall, at the Company’s option, conduct the defense or settlement of any such claim at the Contractor’s sole expense and the Company shall cooperate with the Contractor in connection therewith. 
    2. Company’s Indemnification. The Company shall defend, indemnify and hold the Contractor harmless from third party claims, liabilities, damages, costs and reasonable external legal fees arising from any breach of this Agreement by the Company.

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3. Insurance. Contractor shall be responsible for obtaining and maintaining Contractor’s own medical and applicable liability insurance in connection with the Services. 

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14. Remedies
    1. Against Contractor. The Rights granted herein are unique in character and value such that the loss thereof could not be reasonably compensable in damages in an action at law. Accordingly, if the Contractor breaches this Agreement in respect of the grant of Rights, the Company shall be entitled to seek any available equitable relief from any court, including but not limited to injunctive relief. The remedies provided herein shall be cumulative and the exercise of one shall not preclude the exercise of any remedy for the same or any other disability or default. 
    2. Against the Company. The sole right of the Contractor as to any breach of this Agreement by the Company shall be the recovery of money damages, if any, to a maximum of the Fees. The Rights herein granted by the Contractor shall not terminate by reason of such breach. In no event may the Contractor obtain injunctive or other equitable relief with respect to any breach of the Company’s obligations hereunder, and under no circumstances shall the Contractor be entitled to enjoin, restrain or in any way interfere with the use or exploitation by the Company, its licensees and assigns, of the Rights and the Work Product.

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15. Notices

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1. Any notice or other communication under this Agreement shall be in writing and delivered either personally in writing or by email (with confirmation of transmission). Until further notice, the Contractor’s email is set out on the first page of this Agreement and the Company’s email is joel@laresistance.agency. If delivered personally, a notice or communication shall be deemed to have been received on the date of delivery. If sent by email, a notice or communication shall be deemed to have been received on the business day following the date of transmission.

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16. Software

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1. Notwithstanding anything to the contrary in this Agreement, if Contractor’s Services includes software development, this section shall apply.

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2. Definitions 

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“Background Technology” means all Software, data, know-how, ideas, methodologies, specifications, and other technology in which Contractor owns such Intellectual Property Rights as are necessary for Contractor to grant the rights and licences set forth herein, and for Company (including its licensees, successors, and assigns) to exercise such rights and licences, without violating any right of any third-party or any law or incurring any payment obligation to any third-party, and that: (a) are identified as background technology in the Project Services Form; and (b) were or are developed or otherwise acquired by Contractor prior to the Effective Date.

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“Customer Materials” means all materials and information, including documents, data, know-how, ideas, methodologies, specifications, and content, in any form or media, directly or indirectly provided or made available to Contractor by or on behalf of Company or Company’s customer (the “Customer”) in connection with this Agreement, whether or not the same: (a) are owned by Company, Customer, a third-party or in the public domain; or (b) qualify for or are protected by any Intellectual Property Rights.

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“Company-Owned Software Work Product” means all Software Work Product other than materials expressly identified in the Project Services Form as Background Technology or Third-Party Materials.

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“Documentation” means any and all manuals, instructions, specifications and other documents and materials prepared by Contractor and made available to Company and/or Customer that describe the functionality, components, features or requirements of the Software.

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“Harmful Code” means any: (a) virus, trojan horse, worm, backdoor, or other software or hardware device the effect of which is to permit unauthorized access to, or to disable, erase, or otherwise harm, any computer, systems, or software; or (b) time bomb, drop dead device, or other software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of any person, or otherwise deprive Company and/or Customer of its lawful right to use such Software.

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“Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: (a) Patents; (b) Trademarks; (c) internet domain names, whether or not Trademarks, registered by any authorized private registrar or Governmental Authority, web addresses, web pages, website and uniform resource locators (URLs); (d) works of authorship, expressions, designs and industrial design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) Trade Secrets; (f) integrated circuit topographies, semiconductor chips, mask works and the like; and (g) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection under the laws of any jurisdiction in any part of the world.  

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“Software” means the computer program(s), including programming tools, scripts, and routines, the Contractor is required to provide under this Agreement. 

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“Source Code” means the human readable source code of the Software to which it relates, in the programming language in which such Software was written, together with all related flow charts and technical documentation, including a description of the procedure for generating object code, all of a level sufficient to enable a programmer reasonably fluent in such programming language to understand, operate, support, maintain, and develop modifications, upgrades, updates, enhancements, improvements, and new versions of, and to develop computer programs compatible with, such Software.

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“Specifications” means, for any Software, the specifications collectively set forth in Project Services Form.

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“Third-Party Materials” means any materials and information, including documents, data, know-how, ideas, methodologies, specifications, software, content, and technology, in any form or media, in which any Person other than Customer or Contractor owns any Intellectual Property Right, but specifically excluding open-source Components.

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“Software Work Product” means all Software, Documentation, Specifications, and other documents, work product, and materials related thereto, that Contractor is required to, or otherwise does, provide to Company and/or Customer, together with all ideas, concepts, processes, and methodologies developed in connection therewith whether or not embodied therein.

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3. Software Development. Within the scope of the Services, Contractor shall design, develop, create, test, deliver, customize, and otherwise provide the Software in compliance with the Specifications, and perform all Services, as described in the Project Services Form. Contractor shall provide all Software to Company in both object code and Source Code form.

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4. Third-Party Materials. Company acknowledges that portions of the Software include Third-Party Materials that may be subject to the terms and conditions imposed by the licensors of the Third-Party Materials (“Third-Party Terms”). Contractor shall set out any Third-Party Materials in the applicable Project Services Form. Company acknowledges (i) that its use of the Third-Party Materials is subject to and governed by the Third-Party Terms; and (ii) to comply with all Third-Party Terms so long as such terms were communicated in writing to Company, in advance of the delivery of the Software. 

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5. Documentation. The Contractor shall provide Company with complete and accurate Documentation. All Documentation shall include all information as may be reasonably necessary for the effective understanding, installation, testing and use of the Software by the Company.

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6. Performance of Services. Contractor shall provide all Services and Software Work Product hereunder in a timely, professional and workmanlike manner and in accordance with the terms, conditions, and Specifications set forth in this Agreement and the Project Services Form. Company

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7. Ownership of Software Work Product. Except with respect to Background Technology and Third-Party Materials, and notwithstanding the generality of the grant of Rights, Company is and will be the sole and exclusive owner of all right, title and interest in and to all Software Work Product, including all Intellectual Property Rights therein. In furtherance of the foregoing, Contractor hereby does assign, transfer, and otherwise convey to Company, irrevocably and in perpetuity, throughout the universe, all right, title, and interest in and to such Software Work Product, including all Intellectual Property Rights therein; and irrevocably and unconditionally waives, and agrees not to assert, any moral rights under the Copyright Act, R.S.C., 1985, c. C-42, as amended, including without limitation attribution of authorship, the right to restrain any distortion, destruction or modification with respect to the Software Work Product and the Intellectual Property Rights therein.

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8. Further Actions. Contractor shall take all appropriate action and execute and deliver all documents, necessary or reasonably requested by Company to effectuate any of the provisions or purposes of this Agreement, or otherwise as may be necessary or useful for Company or Client (at Company’s sole discretion) to prosecute, register, perfect, record, or enforce its rights in or to any Company-Owned Software Work Product or any Intellectual Property Right therein.

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9. Background Technology and Third-Party Materials. Subject to the licenses below, Contractor is and will remain the sole and exclusive owner of all right, title, and interest in and to the Background Technology, including all Intellectual Property Rights therein. Ownership of all Third-Party Materials, and all Intellectual Property Rights therein, is and will remain with the respective owners thereof, subject to any express licenses or sub licenses granted to Company pursuant to or in accordance with this Agreement

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10. Background Technology Licence. Contractor hereby grants to Company such rights and licences with respect to the Background Technology that will allow Company and its licensees and assigns, including the Customer, to use and otherwise exploit perpetually throughout the universe, the Background Technology, without incurring any fees or costs to Contractor or any other party in respect of the Background Technology. In furtherance of the foregoing, such rights and licences shall be irrevocable, perpetual, fully paid-up, and royalty-free. 

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11. Third-Party Materials. Contractor shall secure, at its sole cost and expense, all necessary rights, licences, consents, approvals, and authorizations necessary for Company and its licensees and assigns, including the Customer to use, perpetually and throughout the universe, all Third-Party Materials as incorporated in or otherwise used in conjunction with Software. All royalties, licence fees, or other consideration payable in respect of such licences are included in the Fees specified in the Project Services Form unless expressly stated otherwise. 

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12. Contractor Representations and Warranties. In addition to the existing representations and warranties, Contractor additionally represents and warrants to Company that: Contractor will perform all Services in a professional and workmanlike manner in accordance with generally recognized industry standards and practices for similar services and shall devote adequate resources to meet its obligations under this Agreement; Company will receive good and valid title to all Company-Owned Software Work Product, free and clear of all encumbrances and liens of any kind;  all Software Work Product excluding Customer Materials and Third-Party Materials, is or will be the original creation of Contractor; and as delivered, installed, specified, or approved by Contractor and used by Company or any third-party authorized by Company and/or Customer, in accordance with this Agreement and the Documentation, the Software Work Product (excluding Customer Materials) will not infringe, misappropriate, or otherwise violate any Intellectual Property Right or other right of any third-party.

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13. Software Warranty. Contractor warrants that the Software will: comply in all material respects with the Specifications in the Project Services Form; be free from defects in materials and workmanship; not, and the use thereof by Company and its licensees and assigns, including the Customer does not, and will not infringe any copyright, patent, trade secret, any other Intellectual Property Right, or any other right of any third-party; be free, when delivered to Company and/or Customer, of any Harmful Code; be free from, any third-party software or code that: (A) creates or has the potential to create, obligations with respect to any Company-Owned Software Work Product, including without limitation the distribution or disclosure of any source code; or (b) grants or has the potential to grant to any third-party any rights to or immunities under any Company-Owned Software Work Product. 

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17. General
    1. Survival. The following sections shall survive termination of this Agreement: 2.5, 3.2, 3.4, and 6 to 17.
    2. Independent Contractor. This Agreement is a contract for the provision of Services by the Contractor, as an independent contractor and not an employee or dependent contractor of the Company. Nothing in this Agreement shall be construed to create any association, partnership, joint venture, agency, fiduciary or employment relationship between the Contractor and the Company, for any purpose, and neither party has the authority to contract for or bind the other party in any manner whatsoever

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3. No Obligation.  Nothing contained in this Agreement shall be deemed to require the Company or the Company’s assignees to use the Work Product or provide the Contractor with any independent contractor work. The Contractor hereby releases the Company from any liability for any loss or damage the Contractor may suffer by reason of the Company’s failure to use the Work Product. 

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4. Promotional Uses. All promotional uses by the Contractor of the Work Product and the Productions must be pre-approved by the Company in advance. The Contractor provides all promotional uses of their past-work and portfolio unless agreed otherwise.

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5. Assignment. The Company shall have the right to assign this Agreement or any part of it, and to sell, assign, transfer, license or otherwise dispose of any or all the Rights granted to the Company in this Agreement. The Company shall be relieved of the Company’s obligations under this Agreement if such assignee or assignees assumes the Company’s obligations in writing. The Contractor shall not have the right to assign the Contractor’s obligations under this Agreement without the prior written consent of the Company.

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6. Governing Law. This Agreement shall be interpreted and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario.  Any action or proceeding arising out of this Agreement, including the attached schedules, will be instituted in the courts of the Province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding.

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7. Illegality. If there shall exist any conflict between any provision contained herein and any such law or policy, the latter shall prevail; and the provision or provisions herein affected shall be curtailed, limited or eliminated to the extent (but only to the extent) necessary to remove such conflict; and as so modified this Agreement shall continue in full force and effect.

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8. Independent Legal Advice. The Parties acknowledge that they have each had, or had the opportunity to obtain, independent legal advice, they each understand their rights and obligations under this Agreement, they are each signing this Agreement voluntarily; and that notwithstanding any rule or maxim of construction to the contrary, any ambiguity or uncertainty will not be construed against any Party by reason of the authorship of any of the provisions hereof.

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9. Further Instruments. The Contractor shall duly execute, acknowledge and deliver to the Company, or cause to be executed, acknowledged and delivered to the Company, any and all assignments or instruments consistent herewith which the Company may deem necessary to carry out and effectuate the purposes and intent of this Agreement. In the event the Contractor fails to execute any such instrument after an opportunity to review and comment, the Contractor agrees by way of this deed that the Company shall be entitled to sign such documents in the name and on behalf of the Contractor as the Contractor’s duly authorized attorney. The Company shall promptly provide copies to the Contractor of all documents so executed.

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10. Entire Agreement. This Agreement and its attached schedules shall replace and supersede all previous arrangements, understandings, representations or agreements (written or oral, express or implied) between the Parties with respect to the subject matter herein. This Agreement may be modified only by a written instrument duly executed by the Parties. No waiver by any Party of any default, misrepresentation or breach of warranty or covenant hereunder, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

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