Flatdeck Commercial Contractor's Agreement

PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS. BY CLICKING ON THE “I ACCEPT” BUTTON OR LINK, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT.

IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE “I DO NOT ACCEPT” BUTTON OR LINK OR EXIT THE APPLICATION.

BY CLICKING “I ACCEPT,” YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, AND ANY ADDITIONAL TERMS AND CONDITIONS OR FUTURE MODIFICATIONS.

INDEPENDENT CONTRACTOR AGREEMENT

 

 

                        THIS AGREEMENT made as of the date of digital acknowledgment of acceptance of its terms by the Contractor;

B E T W E E N:

 

                                                                     10056656 MANITOBA INC.

          (hereinafter referred to as the “Company”)

OF THE FIRST PART,

 

 

– and –

 

                                                                    ________________________

       (hereinafter referred to as the “Contractor”) 

  OF THE SECOND PART,

 

 

                        WHEREAS the Company wishes for the Contractor to provide it with certain services as more particularly described in Schedule “A” attached hereto (the “Services”), conditional on the satisfactory result of required background checks;

                        AND WHEREAS the Company and the Contractor intend that this Agreement shall define the terms and conditions under which the Contractor will provide the Services to the Company;

 

                        NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained the parties hereto agree as follows:

ARTICLE ONE – GENERAL

1.01                         Services. Subject to the terms and conditions herein, the Contractor shall perform and provide the Services at the request the Company.

1.02                         Background Check. The Company’s engagement of the Contractor to provide the Services is conditional upon the Contractor obtaining and providing a satisfactory criminal record check and driver’s abstract.   The Contractor consents to the collection, use and disclosure of the Contractor’s personal information as required for the criminal record check and driver’s abstract. The Contractor will not be permitted to commence providing the Services until the criminal record check and driver’s abstract has been provided and determined to be satisfactory by the Company.

1.03                         Term of Agreement. This Agreement shall commence on the date hereof and, unless terminated in accordance with the provisions of Article 5, shall continue in full force and effect indefinitely (the “Term”).

 

ARTICLE TWO – REMUNERATION OF CONTRACTOR

2.01                         Fee for Services. The Contractor shall receive remuneration as an independent contractor at the rates set out on the rate sheet provided to the Contractor by the Company from time to time, which rates will deemed to be incorporated into this Agreement. The rate sheet that currently applies to the Contractor’s remuneration is attached as Schedule “B”.

2.02                         Records. The Contractor agrees to keep records in such form as the parties may agree and to make reports in writing to the Company at the Company’s reasonable request.

 

ARTICLE THREE – COVENANTS OF THE CONTRACTOR

3.01                         Services. The Contractor shall perform or cause to be performed the Services to the best of his or her ability and in a competent and professional manner. The Contractor represents and warrants that he or she has the necessary qualifications, skills and training necessary to perform the Services safely and in accordance with the Company’s standards.

3.02                         Licences and Permits. The Contractor shall be responsible for obtaining all necessary licences and permits and for complying with all applicable federal, provincial and municipal laws, codes and regulations in connection with the provision of the Services and the Contractor shall, when requested, provide the Company with adequate evidence of its compliance with this section.

3.03                         Rules and Regulations. The Contractor shall comply with any legislation governing the Company from time to time in force or amended and with all by-laws, rules, regulations, policies and reasonable instruction and direction of the Company from time to time in force or amended and which are brought to the Contractor’s attention or of which the Contractor should reasonably be aware.

3.04                         Other Engagement. During the Term, the Contractor may engage in other business or activity provided that such other engagement does not create a conflict of interest with the Company.

3.05                         Insurance. The Contractor shall purchase and maintain all necessary insurance related to the Services to be performed or in amounts as may be determined by the Company in its absolute discretion.  The Contractor shall provide the Company with copies of records confirming such insurance upon request and shall immediately notify the Company of any disqualifications, conditions, suspensions and/or inquiries with respect to any such insurance coverage. The Contractor acknowledges that he or she shall not be an employee of the Company, and accordingly, shall not be eligible to participate in any employee benefit plans of the Company including, without limitation, life insurance, health care, disability income and dental plans.

3.06                         Vehicle and Equipment. The Contractor shall be responsible for supplying a truck and all tools necessary to provide the Services, including, but not limited to, a smartphone with data plan and app downloading capabilities, straps, brackets, and tie-downs. The make and model of the truck provided by the Contractor must be at least a half-ton truck or larger, no older than 15 years old, and kept in a clean and presentable condition.

3.07                         Contractor Responsible for Costs. The Contractor will be responsible for all of the Contractor’s incidental expenses required to carry out and perform the Services, including third party accounts incurred by the Contractor.

3.08                         Limitation of Liabilities/Indemnification. The Contractor shall be solely responsible and liable for any loss or damage caused by the Contractor to any property or equipment belonging to the Company or to any clients of the Company or other third parties. The Contractor shall indemnify and save harmless the Company and defend it from and against any and all claims, demands and causes of action arising as a result of bodily injury, death or damage to or loss of property caused by the Contractor arising out of breach contract, tort (including negligence), any other theory of liability, or otherwise, including but not limited to a no-fault automobile loss.

3.09                         The Company’s Exclusive Property. The Contractor agrees that all policies, manuals, documents, forms, brochures, writings, reports, drawings, plans, proposals, visual presentations and productions, software, Confidential Information (as defined below) and Intellectual Property (as defined below) prepared or produced by or for or otherwise relating to the Company and its subsidiaries and affiliates (the “Company Property”), is and shall remain the exclusive property of the Company and its subsidiaries and affiliates. The Company Property shall not be retained, copied or delivered to or used by any other party without the specific direction or prior written consent of the Company, except as necessary in connection with the performance of the Services by the Contractor. The Contractor shall return to the Company all the Company Property, including all copies thereof, upon the expiration or termination of this Agreement.

3.10                         Definition of “Confidential Information”. “Confidential Information” means any information disclosed in any form, whether in writing or orally, to the Contractor at any time relating to the business, personal or financial information of the Company and its subsidiaries and affiliates. Without limiting the generality of the foregoing, Confidential Information includes:

                  (a)           All Intellectual Property (as defined below), technical information, samples, know-how, techniques, trade secrets, expertise, product specifications, computer programs, computer software, computer applications, processes, drawings, manuals, plans, instructions, methods, copyright, designs, patents and patent applications, cost data or other information;

                  (b)           Information relating to past, present and contemplated business plans, financial condition or financial results, practices, resolutions, strategies, services, methods or production and operation, business processes, marketing and marketing plans, distribution, installations, facilities, machinery and equipment, and research and development of the Company and its subsidiaries and affiliates;

                  (c)           Data, correspondence, notes, memoranda, manuals, financial statements, books and records, income tax returns, estate plans, investment holdings, board minutes and resolutions, budgets, communications, documents, financing programs, credit terms, banking arrangements or other contracts, terms or negotiations of any kind whatsoever related to the past, present or contemplated assets, financial condition, business, relations or activities of the Company and its subsidiaries and affiliates;

                  (d)           Personal, financial and business information related to the Company’s customers, including but not limited to names, addresses for pick up and delivery, and description of goods for transport;

                  (e)           The form and content of this Agreement;  and

                    (f)           Any other information, the disclosure of which could be reasonably expected to materially adversely affect the Company and its subsidiaries and affiliates;

But only to the extent that such information is confidential, and shall not include such information that:

                  (g)           Is or becomes known to the public by reason other than the disclosure of such information in breach of this Agreement; or

                  (h)           Is known to the Contractor, without any obligation to keep it confidential, before it was disclosed to the Contractor.

3.11                         Confidentiality. The parties agree that:

                  (a)           It may be necessary for the Company to disclose or make available to the Contractor, or to have previously disclosed or made available to the Contractor, the Confidential Information.

                  (b)           The Confidential Information is and shall remain the sole property of the Company and its subsidiaries and affiliates.

                  (c)           Both during and after the termination or expiration of the Contractor’s engagement by the Company, the Contractor:

                                    (i)             Covenants to keep the Confidential Information strictly confidential and shall not, except with the prior written consent of the Company, or except if the Contractor is providing the Services on behalf of the Company solely for the benefit of the Company in connection with the Company’s business, directly or indirectly, disclose, divulge, reveal, report, publish, transfer or use for any purpose the Confidential Information;

                                   (ii)             Shall not copy, duplicate, reverse engineer or compile any of the Confidential Information;

                                 (iii)             Shall not nor will the Contractor assist any other person, directly or indirectly, at any time, to: (1) use for itself or others, or divulge to others, the Confidential Information; or (2) use, publish or sell the Confidential Information for the Contractor’s own purposes or for any other purpose, other than to carry out the Services, which shall be held in strict confidentiality in a fiduciary capacity and solely for the benefit of the Company;

                                 (iv)             Shall take all steps and do all things necessary to preserve the value, confidential nature and proprietary nature of the Confidential Information;

                                  (v)             Shall immediately notify the Company of any use, disclosure, transfer or transmission or past use, disclosure, transfer or transmission of Confidential Information or any part thereof which is not in accordance with the terms of this Agreement; and

                                 (vi)             Shall take all reasonable steps to prevent the accidental or intentional disclosure of the Confidential Information to third parties and shall comply with any reasonable request of the Company with regard to safeguarding the Confidential Information.

                  (d)           If the Contractor becomes compelled to disclose any Confidential Information pursuant to law, regulation or lawful order or process, the Contractor shall provide the Company with prompt notice of any such disclosure requirement and give the Company the opportunity to dispute such disclosure requirement if it wishes. Where required to disclose information pursuant to this paragraph, the Contractor shall disclose only that portion of the Confidential Information as is required. Any such required disclosure shall not, in and of itself, change the status of the disclosed information as Confidential Information under the terms of this Agreement.

3.12                         Definition of “Intellectual Property”. “Intellectual Property” means any industrial or intellectual property rights, including but not limited to, rights to any inventions, discoveries, processes, know-how, ideas, suggestions, modifications, improvements (whether or not patentable), patents, copyrights, trademarks, trade secrets, trade dress, drawings, reports, files, manuals, photographs, data, formulas, samples, graphs, designs, research, data structures, database designs, database indices, programs, specifications, modules, objects, classes, packages, manuals, documentation and media, inline comments, user interfaces, design documents, test plans and scripts, websites (including all of the related web pages, content, software, information, photographs, images, illustrations, audio clips, video clips, data, code, graphics, text files, icons, titles, objects, concepts, artwork, animations, text, sounds, musical compositions, audio-visual effects, methods of operation and the look and feel of the content and information), goodwill, literary and/or artistic works, computer programs, applications and software (whether in source, object or executable code and any proprietary rights in such programs, applications or software, including documentation, materials or documents related thereto), source code, analysis, compositions, techniques, methods, compilations, databases, graphics, text files, memoranda, multi-media, notes, whether registered or not, and any applications or registrations related thereto, and all such other rights which may be recognized under law, equity or otherwise, to protect technical or other creative contributions or expressions.

 

ARTICLE FOUR – INDEPENDENT CONTRACTOR

4.01                         Status. It is expressly agreed, represented and understood that the parties hereto have entered into an arm’s length independent contract for the rendering of the Services. Further, this Agreement shall not be deemed to constitute or create any partnership, joint venture, master-servant, employer-employee, principal-agent or any other relationship apart from an independent contractor and contractee relationship.

4.02                         Payment to Contractor. Payments made to the Contractor hereunder shall be made without deduction at source by the Company for the purpose of withholding income tax, employment insurance payments or Canada Pension Plan contributions or remittance of a similar nature.

4.03                         Non-Application of Employment Standards. It is understood and agreed that, as an independent contractor, the Contractor is not entitled to any payment or other entitlement under applicable employment standards legislation from the Company including but not limited to payment of overtime, public holiday pay or vacation pay.

4.04                         Remittances of Contractor & Indemnification. The Contractor agrees that the Contractor shall be solely responsible for any required deductions and remittances for government assessments, including income tax, employment insurance, Workers’ Compensation contributions and Canada pension plan contributions. If required to collect and remit goods & services tax (“GST”) or Retails Sales tax (“RST”) for the Services, the Contractor agrees that the Contractor will be solely responsible for such collection and remittance to the Canada Revenue Agency and that the Contractor is registered for GST and/or RST. The Contractor agrees to indemnify and hold harmless the Company, and each of its directors, officers, members, agents, employees, successors and assigns of and from any and all claims, demands, and liability whatsoever in respect of or arising from the Contractor’s failure to make or remit such deductions or failure to collect or remit GST and/or RST for the Services.

4.05                         Confirmation of Registration. The Contractor warrants that the Contractor is duly registered as necessary for the purposes of GST and/or RST, and The Workers Compensation Act of Manitoba if applicable, and agrees to provide proof of such registrations to the Company upon request.

 

ARTICLE FIVE – NON-SOLICITATION

5.01                         Definitions. For the purposes of Article 5,

                  (a)           “Competing Services” means the delivery of goods and equipment by way of truck transport;

                  (b)           “Customer” means a Person that is and/or has been a customer of the Company, or its affiliates, during the term of this Agreement or within the two (2) year period prior to the termination of this Agreement, whichever is shorter, and that the Contractor dealt with or gained knowledge of during the Term of this Agreement as a result of providing the Services; and

                  (c)           “Person” means any person, corporation, or other entity.

5.02                         Acknowledgement re Non-Solicitation. The Contractor hereby acknowledges and agrees that in the performance of the Services, the Contractor will be brought into frequent contact with the Customers of the Company. The Contractor further understands and agrees that it is necessary for the protection of the Company’s business that the Contractor not solicit the Company’s Customers, and/or the Company’s employees or contractors during his or her engagement with the Company and for a reasonable period thereafter, as outlined in subarticle 5.03 below.

5.03                         Non-Solicitation. The Contractor shall not, during the Term and for a period of six (6) monthsfollowing the termination of this Agreement for any reason whatsoever, on his own behalf or on behalf of any other Person, whether directly or indirectly, in any capacity whatsoever, alone, through or in connection with any other Person:

                  (a)           Canvass or solicit the business of (or procure or assist the canvassing or soliciting of the business of) any Customer for the purpose of providing Competing Services;

                  (b)           Canvass or solicit any Person who is an employee or contractor of the Company at the time that this Agreement is terminated or who was an employee or contractor of the Company at any time within the six (6) months prior to the termination of this Agreement, to leave his or her employment or engagement with the Company; and

                  (c)           Procure or assist any other Person to employ, engage, offer employment or engagement to or solicit the employment or engagement of any Person who is employed or engaged by the Company at the time this Agreement is terminated or who was employed or engaged by the Company at any time within the six (6) months prior to the termination of this Agreement.

5.04                         Restrictions. The Contractor hereby acknowledges and agrees that the restrictions in subarticles 5.03(a), 5.03(b), and 5.03(c) are separate and distinct covenants which are reasonable and valid and that the Contractor will not do or perform any act or attempt to do any act whatsoever which will or would either directly or indirectly circumvent any or all of the said restrictions.

 

ARTICLE SIX – TERMINATION

6.01                         Termination of Agreement. Either party to this Agreement may terminate this Agreement for any reason whatsoever at any time upon delivery of thirty (30) days written notice to the other.

6.02                         Termination for Default. The Company may terminate this Agreement effective immediately at any time if in the opinion of the Company, the Services provided by the Contractor are unsatisfactory, inadequate, or are improperly performed, or in the opinion of the Company, the Contractor has failed to comply with any term or condition of this Agreement, without notice or remuneration whatsoever to the Contractor.

 

ARTICLE SEVEN – INTERPRETATION AND ENFORCEMENT

7.01                         Articles that Survive Termination. All obligations under this Agreement that necessarily extend beyond termination or expiration of this Agreement in order to fully achieve their intended purpose shall survive termination or expiration of this Agreement, including without limiting the generality of the foregoing: Sections 3.08 (Limitation of Liabilities/Indemnification), 3.09 (the Company’s Exclusive Property), 3.10 (Definition of Confidential Information), 3.11 (Confidentiality), 3.12 (Intellectual Property), 4.04 (Remittances of Contractor & Indemnification), 5.01 (Definitions), 5.02 (Acknowledgement re: Non-Solicitation), 5.03 (Non-Solicitation), 5.04 (Restrictions) and this section 6.01 (Articles that Survive Termination).

7.02                         Sections and Headings. The division of this Agreement into Articles and Sections and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement or instrument supplemental or ancillary hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.

7.03                         Interpretation. In this Agreement words importing the singular number only shall include the plural and vice versa and words importing any gender shall include all genders and words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations and vice versa.

7.04                         Assignment. This Agreement shall not be assigned by either party without the prior written consent of the other party.

7.05                         Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, forms, conditions, undertakings or collateral agreements, express implied or statutory between the parties other than as expressly set forth in this Agreement.

7.06                         Amendments and Waivers. From time to time the Company will provide to the Contractor a rate sheet with respect to rates paid to the Contractor, which rates will be deemed to be incorporated into this Agreement; otherwise, no amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties hereto. No waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived.

7.07                         Severability. If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect.

7.08                         Notices. Any demand, notice or other communication (hereinafter in this Section 6.07 referred to as a “Communication”) to be made or given in connection with this Agreement shall be made or given in writing and may be made or given by personal delivery, or sent by e-mail, or by registered mail to the following addresses or such addresses as the parties may advise from time to time:

To the Company at info@navipickups.com

 

To the Contractor at such address or e-mail address as is provided by the Contractor to the Company.

 

Any Communication made or given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof, if delivered or communicated electronically, be deemed to have been given and received on the business day on which it was so delivered, and, if made or given by registered mail, on the fifth day, other than a Saturday, Sunday or statutory holiday in Manitoba, following the deposit thereof in the mail.

7.09                         Governing Law. This Agreement and any dispute arising out of this Agreement shall be governed by and construed in accordance with the laws of the Province of Manitoba and the laws of Canada applicable therein.

7.10                         Execution by Electronic Delivery. By tendering this Agreement to the Contractor the Company has accepted its terms. Acceptance of this Agreement by the Contractor may be indicated by electronic means, and the Agreement may be delivered by electronic means, including, without limitation, by electronic delivery in portable document format (“.pdf”) and shall be equally effective as delivery of a written paper agreement.

7.11                         Language of Agreement. The parties hereto confirm that it is their wish that this Agreement, as well as other documents related hereto, including notices, have been and shall be drawn up in the English language only.  Les parties aux présentes confirment leur volonté à cette convention de même que tous les documents, y compris tout avis qui s’y rattache, sont rédigés en anglais seulement.

7.12                         Contact. If the Contractor has any questions, concerns or comments, they should contact the Company at: info@navipickups.com

 

 

Schedule “A”

The Services

 

The Services to be provided by the Contractor include the following:

  • Selecting and accepting delivery assignments provided within the Company’s Navi Pickups Application (the “Application”);
  • Picking up goods and equipment at specified pick up locations;
  • Securing goods and equipment for transport in accordance with the Canadian Council of Motor Transport Administrators – North American Cargo Securement standard (loading of goods and equipment is not required, and is the responsibility of the customer);
  • Performing specified cargo securement inspection activities;
  • Providing proof of securement via photograph within the Application;
  • Delivering goods and equipment to specified destinations (unloading of goods and equipment is not required, and is the responsibility of the customer);
  • Following the delivery route specified in the Application and making no other stops between the pick up location and the drop off location, other than in cases of emergency;
  • Providing proof of delivery via photograph within the Application;
  • Providing ratings of the Company’s customers for which the Contractor has provided services (optional);
  • Such other services as may be consistent with the provision of delivery services and as may be required by the Company from time to time.

 

 

Schedule “B”

Rate Sheet

The Contractor will be compensated for providing the Services in an amount equal to 80% of the Trip Fee (before tax) charged to the customer. The Trip Fee charged by the Company to the customer is calculated by reference to the distance measured along the specified route designated in the Company’s Navi Pickups Application from the designated pick up location to the designated drop off location (the “Trip Distance”) in accordance with the following formulas:

(a) Where the Trip Distance is equal to or less than 20 km in length, the customer will be charged a Trip Fee of $209.00; and

(b) Where the Trip Distance is greater than 20 km in length, the customer will be charged a Trip Fee of $209.00, and an additional $4.00 per km for each km of Trip Distance beyond the initial 20 km radius.

For greater clarity, compensation is based on 80% of the Trip Fee charged to the customer, which, as set out above, is calculated based on the route designated in the Company’s Navi Pickups Application, and not on actual distance that may be travelled by the Contractor.

 

Thank you for your cooperation!