THIS CONSULTING AGREEMENT (the “Agreement”) is entered in to between:
9432-5859 Québec Inc. DBA Consultation Shiny Leadership, a corporation governed by the laws of the Province of Québec;
Hereinafter called the “Consultant”
The Customer wishes to retain the services of the Consultant, and the Consultant wishes to provide services to the Customer, the whole as set out in this Agreement.
- NATURE OF SERVICES
Subject to the terms and conditions of this agreement, the Consultant agrees to provide the Customer with the services set out in Schedule 1 attached hereto (the “Services”).
The Consultant shall provide Lauren Jane Heller (the “Designee”) to render the Services.
This Agreement will take effect immediately upon execution, and will remain in effect for 6 weeks from commencement of the Services. The Term shall be subject to earlier termination as provided in Section 8 below.
- CLIENT MATTERS
- CLIENT INITIATIVE
The Client is solely responsible for creating and implementing his or her own physical, mental and emotional well-being, decisions, choices, and actions, whether or not arising out of the Services rendered to Client hereunder.
- NOT THERAPY
The Client understands that the Services are not being rendered as a substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease.
- NO DIAGNOSIS OR TREATMENT OF MEDICAL CONDITIONS
The Consultant will not diagnose or prescribe treatment plans for mental disorders (as defined by the Canadian Psychiatric Association), or any other medical disorder, physical or otherwise. The Services are not a substitute for psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other medical or professional advice by legal, medical or other qualified professionals. The Consultant may, as part of the Services, assist Client Parties in seeking out appropriate diagnosis and/or treatment from qualified parties, but each Client Party is ultimately responsible for taking the initiative regarding such person’s own health, and following through and acting upon any recommendations the Consultant may make.
- EXISTING CARE
If a Client Party is currently under the care of a medical or mental health professional, it is recommended that such person consult with their medical and/or mental health professionals prior to engaging in any activities pursuant to the Consultant’s recommendations.
- COMPENSATION AND TERMS OF PAYMENT
In compensation for the Services, the Customer shall pay the Consultant a total amount of $2500 (exclusive of applicable taxes and other charges) (the “Fees”).
Unless specifically agreed to in writing between the Customer and the Consultant, the Consultant is not expected to incur or be reimbursed for any expenses in connection with the performance of the Services.
- PAYMENT SCHEDULE
The Customer agrees to pay the Fees according to the schedule set forth in Schedule 2 attached hereto.
- NO-REFUND POLICY
The Customer acknowledges and agrees that the Customer shall not be entitled to any reimbursement or refund of any portion of the Fees paid to the Consultant, notwithstanding any cancellation of the Services or termination of this Agreement, or a one-time reimbursement of $250 in exchange for a referral as laid out by the Consultant.
- OBLIGATIONS OF CONSULTANT
The Consultant shall not, at any time, directly or indirectly use, disseminate, sell, transfer, give, publish, reproduce, circulate or otherwise distribute to any person, any Confidential Information except as required by law or regulators. For purposes hereof, “Confidential Information” refers to any and all confidential or proprietary information the Consultant has received or developed in whatever form, pertaining to the Customer and their respective employees, directors, officers, shareholders, representatives, projects, operations, customer, suppliers, methods, trade secrets, know-how and other intellectual property or commercially sensitive information.
The Customer shall not, at any time, directly or indirectly use, disseminate, sell, transfer, give, publish, reproduce, circulate or otherwise distribute to any person, any images, recordings, or copies of the materials delivered by the Consultant.
The Consultant shall act with diligence, loyalty and honesty. Without limiting the generality of the foregoing, the Consultant shall not, at any time, (i) directly or indirectly disclose or make use of any Confidential Information (as defined below) for any purpose other than a legitimate purpose of the Customer, nor (ii) make any untrue, misleading or disparaging statement to or about the Customer.
- PROPRIETARY RIGHTS
The Customer agrees that the Consultant shall retain any and all ownership and rights the Consultant may have in the Method IP (as defined below), including, without limitation, any modifications thereto. The Customer shall make no other use of the Method IP without the Consultant’s written consent or pursuant to the terms of this Agreement. As used in this Agreement, “Method IP” means all documentation, methodologies, training materials, processes, design concepts, programs, systems, models, data, materials, software or programming tools, and any other tools, each in whatever form, used by the Consultant in connection with, or in support of, the Services. In the event that the Customer wishes to use the Method IP in a manner consistent with the covenants set forth herein, the Customer will contact the Consultant to request a limited license to use the Method IP, the granting of which will be made at the sole discretion of the Consultant.
- TERMINATION AND SURVIVAL OF OBLIGATIONS
Each party hereto shall have the right to terminate this Agreement by giving the other thirty (30) days’ prior written notice. Upon termination, the Consultant shall immediately cease to be entitled to any further compensation. The obligations of the parties set out in Section 5 and Section 6 above shall survive any termination.
- RELATIONSHIP BETWEEN THE PARTIES
The parties hereby agree and acknowledge that they are acting as independent parties and that this Agreement does not create an employer-employee relationship between the Customer and the Consultant. The Consultant acknowledges and agrees that they are responsible for payment of all applicable taxes (including without limitation income taxes), insurance, disability, health and other benefits. There is no partnership or joint venture between the two parties.
- GENERAL PROVISIONS
Currency. Unless otherwise expressly provided, all dollar amounts referred to in this Agreement shall be in American dollars.
Entire Agreement. This Agreement (including any schedules thereto) constitutes the entire agreement between the parties and sets out all the covenants, promises, representations, conditions and agreements between the parties in connection with the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, pre-contractual or otherwise.
Severability. The invalidity, illegality or unenforceability of any provision of this agreement shall not affect the validity, legality or enforceability of any other provision hereof.
Assignment; Amendment. Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. No amendment may be made to the present Agreement unless agreed to in writing by both parties.
Time Periods. Unless otherwise specified, time periods within or following which payment is to be made or action is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends. If any payment is required to be made or other action is required to be taken pursuant to this Agreement on a day which is not a business day, then such payment or action shall be made or taken on the next business day.
Governing Laws; Jurisdiction. This agreement is governed by and is to be construed in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein. Any dispute or claim arising out of or relating to this agreement shall be brought exclusively before the courts of the judicial district of Montréal, Province of Québec.
Language. The parties hereto hereby acknowledge that it is their express wish that this Agreement be in the English language only. Les parties aux présentes reconnaissent que c’est leur volonté expresse que la présente entente soit rédigée en langue anglaise seulement.