INDEPENDENT TEACHING OR EXPERT CONTRACTOR AGREEMENT
This INDEPENDENT TEACHING OR EXPERT Or EXPERT CONTACTOR AGREEMENT (this “Agreement”) is effective as of August__, 2022 (the “Effective Date”) by and between Marissa Loewen Enterprises, Inc., an Alberta corporation (the “Company”), and _____________ (“Teaching or Expert or Expert Contractor”).
RECITALS
- Teaching or Expert Contractor is experienced in their field.
- The Company is engaged in the business of developing and operating an online business enterprise educational, marketing and business consulting services.
- The Company desires to obtain the services of Teaching or Expert Contractor to assist the Company with providing Teaching or Expert services on its online community forum known as “Create the Rules Catalyst” from time to time, and Teaching or Expert Contractor desires to provide such services to and on behalf of the Company, in accordance with the terms, conditions, and provisions of this Agreement.
- The Teaching or Expert or Expert Contractor will provide tasks, classes or workshops in the Create The Rules Catalyst community through the platform tools provided by the Company, which could change from time to time based on the Company’s decision to change platforms for the betterment of the community.
- The Teaching or Expert or Expert Contractor understands that payment for services under this Agreement shall be paid on a pro-rata basis for each class or workshop completed and shall be applied to Teaching or Expert Contractors outstanding membership dues on a pro rata basis as well.
- The Teaching or Expert or Expert Contractor shall permit the Company to use the Teaching or Expert Contractor’s name, image and likeness to advertise for the purposes of selling seats in the Teaching or Expert Contractor’s class or workshop.
AGREEMENT
In consideration of the covenants and mutual agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in reliance upon the representations, covenants, and mutual agreements contained herein, the Company and Teaching or Expert Contractor agree as follows:
Contract Services. Subject to the terms and conditions of this Agreement, the Company agrees to engage Teaching or Expert Contractor as an independent contractor of the Company, and Teaching or Expert Contractor agrees to diligently perform for and/or on behalf of the Company the aforementioned Teaching or Expert services and such other Teaching or Expert services as the Company reasonably requests of Teaching or Expert Contractor and with respect to which Teaching or Expert Contractor has the requisite experience and/or expertise (collectively, the “Teaching or Expert or Expert Services”). Teaching or Expert or Expert Contractor will devote such time and effort as is reasonably necessary to accomplish the objectives inherent in the nature of the Teaching or Expert or Expert Services. Subject to the preceding sentence, Teaching or Expert or Expert Contractor will be free to devote the remainder of Teaching or Expert or Expert Contractor’s time and resources to other activities, provided Teaching or Expert or Expert Contractor’s participation in such activities is not in violation of any restrictive covenant entered into by Teaching or Expert or Expert Contractor in this Agreement or in connection with any other agreement with respect to which Teaching or Expert or Expert Contractor or an affiliate of Teaching or Expert or Expert Contractor is a party or otherwise bound.
Intermittent Nature; Request for Teaching or Expert or Expert Services. The nature of the Company’s need for the Teaching or Expert or Expert Services will be intermittent based on the demand of Teaching or Expert or expert services required by the Company’s online user requests and scheduled online classroom sessions and/or dedicated office hours. No less than one (1) calendar day prior to the date upon which Teaching or Expert Contractor is to commence rendering Teaching or Expert Services pursuant to this Agreement, the Company will inform Teaching or Expert Contractor of the nature and timing of the Teaching or Expert Services being requested by the Company, after which the Company and Teaching or Expert Contractor will cooperate in good faith to arrange for the timely and effective rendition of the Teaching or Expert Services (each, generally, an “Engagement”).
Term. Teaching or Expert Contractor will be engaged under this Agreement for a term beginning on the Effective Date and ending on the one year (1) anniversary of the Effective Date unless Teaching or Expert Contractor’s engagement is terminated earlier pursuant to Section 8. The Company will have the right, but not the obligation, to extend the term of this Agreement, on the same terms, automatically for one (1) year terms without delivering written notice to Teaching or Expert Contractor of the Company’s intent to extend this Agreement. The Company Must provide and deliver written notice at least thirty (30) calendar days prior to the expiration of the applicable term if the Company determines it will not automatically renew this Agreement. Should the Company attempt to provide notice its intent to not renew this Agreement, and said notice is not timely received, but received prior to the end of the expiration of the applicable term, the Agreement will automatically renew for a period of thirty (30) days and the Teaching or Expert Contractor will receive a payment in the amount of one-twelfth (1/12th) of the yearly contact fee. Teaching or Expert Contractor will be bound to the terms of this Agreement, and will perform in good faith all of Teaching or Expert Contractor’s obligations under this Agreement, throughout each additional term as if such term was included in the original term of this Agreement.
Contract Fees. In exchange for Teaching or Expert Contractor’s rendition of the Teaching or Expert Services, the Company will pay Teaching or Expert Contractor in amount equal to one year’s undiscounted membership fee to the “Create the Rules Catalyst” and said amount shall be applied to Teaching or Expert Contractor’s membership dues for the term of this Agreement (the “Contract Fees”). The Company’s obligation to pay accrued but otherwise unpaid Contract Fees will survive the expiration or termination of this Agreement.
No Benefits. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its subsidiaries or affiliates will provide, and Teaching or Expert Contractor will not be entitled to receive from the Company or any subsidiary or affiliate of the Company, any benefits other than the Contract Fees, including, without limitation, no medical benefits, retirement benefits, or other fringe benefits. Without limiting the generality of the preceding sentence, neither the Company nor any subsidiary or affiliate of the Company will be obligated to provide any benefits to Teaching or Expert Contractor despite the eligibility of Teaching or Expert Contractor to participate in any of the benefit programs of the Company or its subsidiaries or affiliates, whether such participation would be of little or no additional cost to the Company or its subsidiaries or affiliates.
Independent Contractor; Payment of Taxes. Notwithstanding anything to the contrary in this Agreement, the relationship of Teaching or Expert Contractor to the Company is that of an independent contractor and nothing in this Agreement, nor Teaching or Expert Contractor’s performance of the Teaching or Expert Services pursuant to this Agreement, will be construed or deemed to create any other relationship between Teaching or Expert Contractor and the Company. Without limiting the generality of the preceding sentence, Teaching or Expert Contractor is not, and will not be construed or deemed to be, an employee of the Company for any purpose whatsoever, including, without limitation, for income or employment tax purposes. The Company will not, and will not be obligated to, withhold or otherwise pay to any third-party or governmental agency any tax, Social Security, unemployment, workers compensation, or other similar obligations with respect to the payment of compensation to Teaching or Expert Contractor pursuant to this Agreement. Teaching or Expert Contractor solely will be responsible for the withholding and payment of any and all federal, state and local tax, Social Security, unemployment, workers compensation, and other similar obligations with respect to Teaching or Expert Contractor’s receipt of compensation pursuant to this Agreement.
Termination. This Agreement can only be terminated prior to the expiration of the term specified in Section 3, as may be extended in accordance with Section 3, by (i) the written agreement of the Company and Teaching or Expert Contractor at any time; (ii) immediately by Teaching or Expert Contractor as a result of a material breach of this Agreement by the Company which is not cured within thirty (30) calendar days written notice thereof by Teaching or Expert Contractor, upon the death of Teaching or Expert Contractor, or upon the Disability (as defined below) of Teaching or Expert Contractor; (iii) immediately by the Company for Cause (as defined below); and (iv) by Teaching or Expert Contractor or the Company by delivery of thirty (30) days advance written notice to the other party of such termination.
For purposes of this Agreement, the term
“Cause” is defined to mean (i) Teaching or Expert Contractor’s wrongful misappropriation of any money or other assets or properties of the Company or any subsidiary or affiliate of the Company resulting, or intended to result, directly or indirectly, in substantial personal gain or enrichment to Teaching or Expert Contractor; (ii) the conviction of Teaching or Expert Contractor for any felony; (iii) engagement by Teaching or Expert Contractor in conduct involving fraud, moral turpitude, dishonest, gross misconduct, embezzlement, theft, or similar matters that are detrimental to the Company or any subsidiary or affiliate of the Company; (iv) Teaching or Expert Contractor’s willful disregard of Teaching or Expert Contractor’s primary duties to the Company (except for reasons beyond Teaching or Expert Contractor’s reasonable control) which continues for more than five (5) calendar days after written notice by the Company to Teaching or Expert Contractor describing in reasonable detail the primary duties which Teaching or Expert Contractor allegedly has willfully disregarded; or (v) a material breach of this Agreement by Teaching or Expert Contractor which is not cured within five (5) calendar days written notice thereof by the Company.
“Disability” means a disability (as reasonably determined by a physician mutually acceptable to both parties) that results in Teaching or Expert Contractor being unable substantially to fulfill Teaching or Expert Contractor’s duties under this Agreement for ninety (90) consecutive days.
Confidential Information and Non-Disclosure.
It is understood that in the course of Teaching or Expert Contractor’s engagement with the Company, Teaching or Expert Contractor may/will become acquainted with Company Confidential Information (as defined in Section 9D). Teaching or Expert Contractor recognizes that Company Confidential Information has been developed or acquired at great expense, is proprietary to the Company, and is and will remain the exclusive property of the Company. Accordingly, Teaching or Expert Contractor agrees that, except as required by applicable law or otherwise provided herein, Teaching or Expert Contractor will not, without the express written consent of the Company, during Teaching or Expert Contractor’s engagement with the Company pursuant to this Agreement and thereafter until such time as Company Confidential Information becomes generally known, or readily ascertainable by proper means, by persons unrelated to the Company other than Teaching or Expert Contractor and the Company’s subsidiaries and affiliates, disclose to others, copy, make any use of, or remove from the Company’s premises any Company Confidential Information, except as Teaching or Expert Contractor’s duties may require.
Teaching or Expert Contractor acknowledges and agrees that a breach by Teaching or Expert Contractor of the provisions of this Section 9 will cause Company irreparable injury and damage that cannot be reasonably or adequately compensated by damages at law. Teaching or Expert Contractor expressly agrees that Company will be entitled, without posting any bond, to injunctive or other equitable relief to prevent a threatened breach, breach or continued breach of this Section 9 in addition to any other remedies legally available to it.
Upon termination, whether for Cause or not, Teaching or Expert Contractor will promptly deliver to the Company the originals and all copies of any and all materials, documents, notes, manuals, or lists containing or embodying Company Confidential Information, or relating to the business of the Company, in the possession or control of Teaching or Expert Contractor.
“Company Confidential Information” will mean confidential, proprietary information or trade secrets of the Company and its subsidiaries and affiliates (collectively, the “Consolidated Group”) including, without limitation, the following: (1) customer lists and customer information of each member of the Consolidated Group; (2) the internal practices and procedures of each member of the Consolidated Group; (3) the financial condition and financial results of operation of each member of the Consolidated Group to the extent not generally available to the public; (4) supply of materials information of each member of the Consolidated Group, including sources and costs; (5) information relating to designs or other subject matter related to the business, strategic planning, production, cultivation, purchasing, finance, marketing, promotion, distribution, and selling activities of each member of the Consolidated Group, whether now existing, or acquired, developed, or made available anytime in the future; (6) all information which Teaching or Expert Contractor has a reasonable basis to consider confidential or which is treated by as confidential any member of the Consolidated Group; and (7) any and all information having independent economic value to any member of the Consolidated Group that is not generally known to, and not readily ascertainable by proper means by, persons who can obtain economic value from its disclosure or use. Teaching or Expert Contractor acknowledges that such information is Company Confidential Information.
Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any applicable law, then such provision will be deemed to be modified to the minimum extent necessary to render it legal, valid, and enforceable, and if no such modification will render it legal, valid, and enforceable, then this Agreement will be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties will be construed and enforced accordingly.
Injunctive Relief. Teaching or Expert Contractor acknowledges and agrees that the Company would be irreparably harmed by any violation of Teaching or Expert Contractor’s obligations under Section 9 and that, in addition to all other rights or remedies available at law or in equity, the Company will be entitled to injunctive and other equitable relief to prevent or enjoin any such violation.
Assignment by Company. Nothing in this Agreement will preclude the Company from consolidating or merging into or with, or transferring all or substantially all of its assets to, another corporation or entity that assumes this Agreement and all obligations and undertakings hereunder; provided, however, that no such consolidation, merger, transfer or assumption will relieve the Company from its primary liability hereunder. Upon such consolidation, merger or transfer of assets and assumption, the term “Company” as used herein will mean such other corporation or entity, as appropriate, and this Agreement will continue in full force and effect.
Entire Agreement. This Agreement embodies the complete agreement of the Company and Teaching or Expert Contractor with respect to the subject matter hereof and supersedes any prior written, or prior or contemporaneous oral, understandings or agreements between the parties that may have related in any way to the subject matter hereof. This Agreement may be amended only in writing executed by the Company and Teaching or Expert Contractor.
Governing Law. This Agreement and all questions relating to its validity, interpretation, performance, and enforcement, will be governed by and construed in accordance with the internal laws, and not the law of conflicts, of the State of Arizona.
Notice. Any notice required or permitted under this Agreement must be in writing and will be deemed to have been given when delivered personally or by overnight courier service or three (3) business days after being sent by U.S. certified or registered mail, postage prepaid, at the address indicated below or to such changed address as such person may subsequently give such notice of:
If to the Company: Marissa Loewen Enterprises, Inc.
10616 146 Street NW
Edmonton, Alberta T5N3A7
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Arbitration. Except as set forth in Section 16B, any dispute, controversy, or claim, whether contractual or non‑contractual, between the parties to this Agreement arising directly or indirectly out of or connected with this Agreement, relating to the breach or alleged breach of any representation, warranty, agreement, or covenant under this Agreement, unless mutually settled by the parties, will be resolved by binding arbitration before a single arbitrator, in accordance with this Section 16 and administered by ICDR Canada in accordance with its Canadian Arbitration Rules. Except as provided in Section 9, arbitration will be the exclusive remedy for determining any such dispute, regardless of its nature. The arbitration award will be in writing and will include a statement of the reasons for the award. Unless otherwise mutually agreed by the parties, the arbitration will be held in Edmonton, Alberta.
In the event the parties are unable to agree upon an arbitrator, the parties will select a single arbitrator from a list of nine arbitrators drawn by the parties at random from the “independent” (or “gold card”) list of retired judges or, at the Company’s option, from a list of nine persons from the employment panel provided by the ICDR. If the parties are unable to agree upon an arbitrator from the list of nine so drawn, then the parties will each strike names alternatively from the list, with the first to strike being determined by lot. After each party has used four strikes, the remaining name on the list will be the arbitrator. If such person is unable to serve for any reason, the parties will repeat this process until an arbitrator is selected.
This agreement to resolve any disputes by binding arbitration will extend to claims against any parent, subsidiary, or affiliate of each party, and, when acting within such capacity, any officer, shareholder, Teaching or Expert Contractor, or agent of each party, or of any of the above, and will apply as well to claims arising out of any federal, provincial or territorial laws and local ordinances as well as to claims arising under the common law. In the event of a dispute subject to this paragraph the parties will be entitled to reasonable discovery subject to the discretion of the arbitrator. The remedial authority of the arbitrator will be the same as, but no greater than, would be the remedial power of a court having jurisdiction over the parties and their dispute. The arbitrator will, upon an appropriate motion, dismiss any claim without an evidentiary hearing if the party bringing the motion establishes that he or it would be entitled to summary judgment if the matter had been pursued in court litigation. In the event of a conflict between the applicable rules of the ICDR and these procedures, the provisions of these procedures will govern.
Any filing or administrative fees will be borne initially by the party requesting arbitration. The prevailing party in such arbitration, as determined by the arbitrator, and in any enforcement or other court proceedings, will be entitled, to the extent permitted by law, to reimbursement from the other party for all of the prevailing party’s costs (including but not limited to the arbitrator’s compensation), expenses, and attorneys’ fees.
By entering into this agreement and completing the application, you are acknowledging these terms.
IN WITNESS WHEREOF, the Company and Teaching or Expert Contractor have executed and delivered this Agreement as of the date first above written.
