Independent contractor agreement

Last updated: October 5, 2021

THIS INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is between the person executing a Scope of Work (“Contractor”) and Cassiar Film Co., Inc. (“Producer”, together with the Contractor, the “Parties”) is effective on the date of acceptance of the Contractor hereof (“Effective Date”).

WHEREAS the Contractor is in the business of creating commercial and artistic visual media and related services;

AND WHEREAS the Producer desires to retain the Contractor to provide certain film-production related services, upon the terms and conditions of this Agreement and each Scope of Work;

THEREFORE in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the sufficiency of which is hereby acknowledged by the parties hereto, the parties hereto agree as follows:

ADD INSPECTION AND ACCEPTANCE

1 Term

This Agreement shall commence on the Effective Date and shall continue until the date that is 30 days after substantial completion or the Expiration Date of any Scope of Work, whichever is earlier (“Termination Date”), unless earlier terminated in accordance with Section 11 (“Term”). The parties may amend the Termination Date by mutual written agreement.

2 Services

2.1 The Contractor shall provide the services and Deliverables (as defined below) set forth in each Scope of Work (“Services”) to the Producer either personally or through the Contractor’s own employees or sub-contractors (“Contractor’s Personnel”).

2.2 The Contractor and Producer will consult together on the required Services. Based on such consultations, the Producer will prepare a scope of work setting out in reasonable detail the Services to be performed, the Fees to be paid, the dates, locations and timelines for performance of the Services, and other details pertinent to the relevant project (“Scope of Work”). Each Scope of Work may be in the form of email, PDF, word or other format, or be substantially in the form attached as Schedule A – Form of Scope of Work hereto, as determined by the Producer in its sole discretion, and will be governed by and form part of this Agreement. In any event, each Scope of Work will contain substantially all of the detail set out in Schedule A – Form of Scope of Work regardless of the form thereof. In the instance of a conflict between the Scope of Work and this Agreement, the Scope of Work will govern.

2.3 The Contractor shall determine the manner or means by which it performs the Services for the Producer, including but not limited to the time and place for performance of the Services.

2.4 Unless otherwise set forth in a Scope of Work, the Contractor shall furnish, at its own expense, the equipment, supplies, tools and other materials used to perform the Services.

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

2.6 The Contractor shall make itself available for consultation with the Producer at such times and places as the parties agree in writing. The Contractor will prepare and submit to the Producer such periodic reports regarding the performance of the Services as the Producer may require.

2.7 This Contractor Agreement prevails over and terms and conditions of the Contractor whether or not such terms and conditions are provided to the Producer or accepted by the Producer, before, as of or after execution hereof. To the extent that the Services include the Contractor’s delivery of any document, work product, and other materials delivered to the Producer hereunder (“Deliverables”), the Contractor will submit the Deliverables on the delivery date specified in any Scope of Work. The Producer will have 5 business days from receipt thereof to inspect the Deliverable and ensure that any such Deliverable complies with the terms of this Agreement, including any specifications in a Scope of Work.

2.8 If the Producer determines in its sole discretion that the Deliverable does not comply with this Agreement, including any specifications in a Scope of Work, the Producer will give written notice to the Contractor setting out in reasonable detail any deficiency in the Deliverables and the Contractor will use best efforts to immediately remedy any such deficiency and re-deliver any such Deliverable to the Producer, and upon delivery thereof the Producer process set out in Section 2.7 above will start again in relation to such Deliverable.

3 Independent Contractor Relationship

3.1 The Contractor is and shall remain at all times an independent contractor and not an employee or dependent contractor of the Producer. Nothing in this Agreement shall be construed to create any association, partnership, joint venture, agency, fiduciary or employment relationship between the Contractor and the Producer, for any purpose, and neither party has the authority to contract for or bind the other party in any manner whatsoever.

3.2 The Contractor shall provide the Services to the Producer on a non-exclusive basis, and shall be free to provide its services to third parties during the Term of this Agreement, provided that the Contractor shall not provide such services in a way that is inconsistent with any of the provisions of this Agreement, including without limitation fulfillment of the Contract’s obligations hereunder.

3.3 Without limiting Section 3.1, the Contractor, and if applicable the Contractor’s Personnel, shall not be eligible to participate in any benefit or compensation plans offered by the Producer to its employees, including, without limitation, any payments under any employment standards legislation.

3.4 The Producer shall have no liability or responsibility for withholding or remitting any income, payroll, or other federal or provincial taxes, including employment insurance remittances, Canada Pension Plan contributions, or employer health tax or worker’s compensation insurance premiums for the Contractor, and if applicable the Contractor’s Personnel. The Contractor is responsible for these withholding, remitting and registration obligations, and shall indemnify and save harmless the Producer and its affiliates and their respective shareholders, directors, officers, employees, contractors, agents and other representatives (“Producer Parties”) from and against any order, penalty, interest, taxes or contributions that may be assessed against the Producer arising from, caused by or in any way relating to, where by act or omission of the Contractor or otherwise, such withholdings, remittances or registration, or to file any information required by any law.

3.5 The Contractor shall be fully responsible for the Contractor’s Personnel and shall indemnify the Producer against any claims made by or on behalf of any of the Contractor’s Personnel, including, without limitation, any claim for unpaid wages, overtime, vacation pay, or any other claim under employment standards legislation, reasonable notice of termination, or any other claim whether arising pursuant to contract, statute, common law or otherwise. Section 3.5 shall survive the termination of this Agreement and remain binding on the Contractor.

4 Fees and Expenses

4.1 In consideration of the provision of the Services by the Contractor, the Producer shall pay the fees set out in each Scope of Work (“Fees”) on the dates or other timelines set out therein.

4.2 The Contractor shall be responsible for any expenses incurred by the Contractor, or if applicable the Contractor’s Personnel, in connection with the performance of the Services. In no event shall the Producer reimburse the Contractor for any such expenses.

4.3 The Contractor shall issue invoices to the Producer on a monthly basis for its fees for Services performed in the immediately preceding month, calculated as provided in Section 4.1.

4.4 The Producer shall pay all Fees within 30 days of the Producer’s receipt of the Contractor’s invoice. All payments shall be in Canadian dollars and made by cheque, e-transfer, wire, or such other reasonable payment method determined by the Contractor acting reasonably.

4.5 The Producer 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 Producer hereunder, provided that, in no event shall Producer 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, or other assets, or if applicable the Contractor’s Personnel.

4.6 The Contractor shall have a Goods and Services Tax (GST) and provincial sales tax (PST) registration number and shall be responsible for deducting and remitting GST and PST to the appropriate regulatory authorities, if applicable to the Services.

5 Intellectual Property Matters

5.1 The Producer is and shall be the sole and exclusive owner of all right, title and interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement, including but not limited to any raw or edited video files, raw or edited photograph files, video or photography film, proposals, storyboards, scripts, writings, summaries, presentations, pitches, or any other media or document including working files and project files (“Deliverables”), including all patents, copyrights, trademarks, trade secrets and other intellectual property rights (“Intellectual Property Rights”) therein. The Contractor irrevocably assigns to the Producer, all rights, title and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein.

5.2 The Contractor irrevocably and unconditionally waives all moral rights that the Contractor may now have or may have in the future relating to the Deliverables.

5.3 The Contractor has identified in the contractor form on our website a list of any of the Contractor’s pre-existing Intellectual Property Rights that will be retained by the Contractor and will not be owned by or assigned to the Producer under this Agreement. If no list is attached, the Contractor represents and warrants that the Contractor has no pre-existing Intellectual Property Rights. To the extent that any of the Contractor’s pre-existing Intellectual Property Rights are contained in the Deliverables, the Contractor grants to the Producer an irrevocable, worldwide, unlimited, royalty-free license to use, publish, reproduce, modify, display, distribute copies of, and prepare derivative works based upon such pre-existing Intellectual Property Rights.

5.4 The Contractor shall make full and prompt disclosure to the Producer of any inventions or processes made or conceived by the Contractor alone or with others during the Term, relating in any way to the Services, whether or not such inventions or processes are patentable and whether or not such inventions or processes are made or conceived during normal working hours or on the premises of the Producer. The Contractor shall not disclose to any third party the nature or details of any such inventions or processes without the prior written consent of the Producer.

5.5 Upon the reasonable request of the Producer, the Contractor shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist the Producer to prosecute, register, perfect, record or enforce its Intellectual Property Rights in any Deliverables.

5.6 The Contractor shall ensure that the Contractor’s Personnel comply with this Section 5 as if they were the Contractor.

6 Confidential Information

6.1 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 Producer, including, without limitation, information pertaining to any Deliverables, client contact information, internal media, documents and information, client lists, in each case whether spoken, written, printed, electronic or in any other form or medium (“Confidential Information”).

6.2 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 Producer, either during the Term or at any time after the termination of this Agreement:

(a) use any Confidential Information for the benefit or purposes of the Contractor or any other person, company or organization whatsoever; or

(b) disclose any Confidential Information to any person, company or other organization whatsoever.

6.3 Confidential Information shall not include information that is or becomes generally available to the public other than through the Contractor’s breach of this Agreement or is communicated to the Contractor by a third party that had no confidentiality obligations with respect to such information.

6.4 If, either during the Term or after the termination 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:

(a) give the Producer prompt, or prior if possible, written notice of such requirement, request or process so that the Producer may seek, at its sole cost and expense, an appropriate protective order or other remedy; and

(b) cooperate with the Producer, at the Producer’s sole cost and expense, to obtain such protective order or other remedy.

6.5 The Contractor shall ensure that the Contractor’s Personnel comply with this Section 6 as if they were the Contractor.

7 Non-Solicitation

During the Term of this Agreement and for a period of 12 months following the termination or expiration of this Agreement, the Contractor shall not make any solicitation to employ the Producer’s personnel or provide services similar to the Services without the prior written consent of the Producer. For the purposes of this clause, a general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet, shall not be construed as a solicitation or inducement, and the hiring of any such employees or independent contractor who freely responds thereto shall not be a breach of this clause.

8 Representations, Warranties and Additional Covenants

8.1 The Contractor represents and warrants that:

(a) the Contractor, or if applicable the Contractor’s authorized signatory, has the right to enter into this Agreement, to grant the rights granted herein and to perform fully the Contractor’s obligations in this Agreement;

(b) the Contractor’s performance of the terms this Agreement and the engagement of the Contractor with the Producer do not and will not breach any confidentiality, non-competition, non-solicitation, proprietary rights or other agreement entered into by the Contractor with any third party;

(d) the Contractor shall perform the Services in a professional and workmanlike manner in accordance with generally acceptable industry standards for similar services, and in compliance with all applicable federal, provincial, territorial and municipal laws and regulations;

(e) the Contractor shall devote such time, attention and energy as is necessary to implement and comply with its obligations under this Agreement;

(f) the Contractor will provide the Producer with good and valid title in and to all Deliverables, free and clear of all encumbrances and liens of any kind; and

(g) all Deliverables are and shall be the Contractor’s original work (except for material in the public domain or provided by the Producer) and do not and will not violate or infringe upon the intellectual property rights or any other rights whatsoever of any person, firm, corporation or other entity.

8.2 The Producer represents and warrants that:

(a) the Producer has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; and

(b) the execution of their Agreement by its representatives whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate action.

8.3 The Contractor will:

(a) if it is a corporation, partnership, society, or other legal entity or corporate form, designate an individual as its primary contact with respect to this Agreement and act as its authorized representative with respect to matters pertaining to this Agreement (“Contractor Representative”), with such designation to remain in force unless and until a successor is appointed;

(b) ensure that any Contractor Representative responds promptly to any reasonable request, instructions or other communications of the Producer in relation to the Services or this Agreement; and

8.4 The Producer will

(a) if it is a corporation, partnership, society, or other legal entity or corporate form, designate an individual as its primary contact with respect to this Agreement and act as its authorized representative with respect to matters pertaining to this Agreement (“Producer Representative”), with such designation to remain in force unless and until a successor is appointed;

(b) ensure that any Producer Representative responds promptly to any reasonable request or other communications of the Contractor in relation to the Services or this Agreement;

(d) take commercially reasonable steps to ensure that the location of the Services, if not within the Contractor’s own premises, is lawfully available and safe for the provision of the Services.

9 Indemnification

9.1 The Contractor shall defend, indemnify and hold harmless each of the Producer Parties from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses, including legal expenses on a full indemnity basis, of whatever kind, arising out of or resulting from:

(a) bodily injury, death of any person, or damage to real or tangible personal property, resulting from the Contractor’s, or if applicable the Contractor’s Personnel’s, respective acts or omissions; and

(b) the Contractor’s breach of any representation, warranty or obligation under this Agreement.

9.2 The Producer may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to the Contractor.

10 Insurance

10.1 During the Term, the Contractor shall have and maintain in force commercial general liability insurance with policy limits, coverages and other terms as would be carried by a prudent provider of the same or substantially similar services as the Services. The Contractor shall forward to the Producer a certificate verifying such insurance, upon the Producer’s written request. The Contractor shall not do anything to invalidate such insurance and shall notify the Producer immediately in writing of notice of termination of such insurance.

10.2 The Contractor shall have and maintain in good standing a worker’s compensation and insurance account with the provincial workers’ compensation board, and provide the Producer with evidence of its registration, including the Contractor’s workers’ compensation number and clearance certificate. If the Contractor does not have, or is not obligated to have, a worker’s compensation and insurance account with the applicable provincial worker’s compensation board, the Contractor shall provide a clearance letter issued thereby to the Producer.

11 Termination

11.1 Either party may terminate this Agreement without cause upon 24 hours’ written advance notice to the other party. The principles of mitigation apply to any damages owed for termination of this Agreement without required notice, other than minimum payments required by statute. In the event of termination by the Producer pursuant to this clause, the Producer shall pay the Contractor for any Services completed up to and including the effective date of such termination.

11.2 Either party may terminate this Agreement during the Term, effective immediately for cause, without advance notice or payment in lieu of such notice. Without restricting the generality of the foregoing, “cause” includes a material breach of the provisions of this Agreement, where such breach is incapable of cure, or with respect to a material breach capable of cure, where the breaching party does not cure such breach within 2 business days after receipt of written notice of such breach.

11.3 Upon the expiration or the termination of this Agreement for any reason, or at any other time upon the Producer’s written request, the Contractor shall immediately without requirement of notice from the Producer:

(a) deliver to the Producer all tangible documents and materials (and any copies) containing, reflecting, incorporating or based on the Producer’s Confidential Information;

(b) permanently erase all of the Producer’s Confidential Information from the Contractor’s computer systems; and

12 Miscellaneous

12.1 Each party shall, upon the request of the other party, promptly execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.

12.2 This Agreement will be binding on and shall enure to the benefit of the parties hereto and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any legal or equitable right or benefit of any nature whatsoever. The Contractor shall not assign any rights under this Agreement, without the Producer’s prior written consent. A change of control as defined in the Business Corporations Act (British Columbia) shall constitute an assignment for the purpose of this Section 12.2

12.3 The headings in this Agreement are inserted for convenience or reference only and are in no way intended to describe, interpret, define, affect the construction of or limit the scope, extent or intent of this Agreement or any provision of this Agreement.

12.4 Any amendment to this Agreement must be in writing and executed by both parties. No waiver by any party of any of the provisions hereof shall be effective unless it is set in writing and signed by the waiving party. No waiver of any provision in this Agreement shall be deemed or constitute a waiver of any other provision.

12.5 This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each party irrevocably submits to the exclusive jurisdiction and venue of the courts located in the city of Vancouver, Abbotsford or Langley, BC, as determined by the Producer in its sole discretion, in any legal suit, action or proceeding arising out of or based upon this Agreement or the Services provided hereunder.

12.6 All terms and conditions under Section 3.4, Section 3.5, Section 5, Section 6, Section 7, Section 8.1(f), Section 9, Section 11.3, and this section 12 shall survive the termination of this Agreement whether the termination is initiated by the Contractor, by the Producer, on a with or without cause basis, or by mutual agreement, or whether the termination is lawful or unlawful.

12.7 The Contractor acknowledges and agrees that monetary damages might not be a sufficient remedy for any breach of this Agreement by the Contractor, and that, in addition to all other remedies available at law, the Producer shall be entitled to seek injunctive or other equitable relief as a remedy for any such breach.

12.8 If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall apply to the term or provision only to the extent of that invalidity or unenforceability, and shall not affect any other term or provision of this Agreement.

12.9 Notwithstanding any rule of law or equity to the contrary, by submitting the contractor form on our website, accepting our offer set out in this Agreement orally or in writing, affixing your signature to this Agreement, or otherwise by implication accepting our offer herein including by proceeding with providing the Services or accepting our Fees after being given notice of this Agreement, you agree to be bound by this Agreement.

12.10 This Agreement, together with any other documents incorporated herein by reference, and related exhibits and schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

[SCHEDULE FOLLOW]

SCHEDULE A

FORM OF SCOPE OF WORK

This Statement of Work (”SOW”), adopts and incorporates by reference the terms and conditions of the contractor agreement (”Agreement”), which was entered into on [DATE], between Producer and Contractor, as it may be amended from time to time.

This SOW is effective beginning on [DATE] (”Effective Date”) and will remain in effect until [DATE/CONTINGENCY] (”Expiration Date”), unless earlier terminated in accordance with the Agreement. Transactions performed under this SOW will be conducted in accordance with and be subject to the terms and conditions of this SOW and the Agreement.

1. Defined Terms. Capitalized terms used in this SOW have the meanings given to them in the Agreement unless otherwise specified herein, or as provided below:

(a) [INSERT DEFINED TERMS IF ANY]; and

(b) [INSERT DEFINED TERMS IF ANY].

2. Scope of Work. The following is a brief summary of the scope of work the Contractor will provide to the Producer.

[INSERT SCOPE OF WORK]

3. Permitted Subcontractors. The Contractor may provide the Services using the following subcontractors or delegates:

[INSERT PERMITTED SUBCONTRACTORS IF ANY. CAN DELETE IF NONE.]

4. Work Schedule and Deliverables. The relevant milestones, completion dates and terms associated with this SOW are as follows:

Type: [Service/ Deliverable]

Description: [INSERT DESCRIPTION]

Completion Date: [INSERT COMP DATE]

Location: [INSERT LOCATION]

Quantity: [INSERT QUANTITY]

Price Per Unit: $[X.XX] per [UNIT]

5. Other SOW-Specific Terms and Conditions. The following terms and conditions will apply to the Services provided pursuant to this SOW.

(a) [INSERT TERMS IF ANY]; and

(b) [INSERT TERMS IF ANY].

6. Specifications. The Services and Deliverables are subject to the specifications set out in Exhibit 1 to this SOW.

[EXHIBIT FOLLOWS]

EXHIBIT 1

SPECIFICATIONS

[INSERT SPECIFICATIONS]

[END OF SCHEDULE A]