"INDEPENDENT CONTRACTOR AGREEMENT"
INDEPENDENT CONTRACTOR AGREEMENT B E T W E E N: Ryerson University (“Ryerson”) and Name (the “Contractor”) WHEREAS Ryerson wishes to engage the services of the Contractor and the Contractor agrees to provide services to Ryerson on the terms set out herein. Accordingly, Ryerson and the Contractor agree as follows: Engagement 1. The Contractor shall provide Services in accordance with the guidelines set out in Schedule A to this Agreement. 2. Schedule B, the Privacy Protection Schedule, forms part of this Agreement. Services 3. The Contractor agrees to carry out all contractual obligations required under this Agreement in a professional, competent and diligent manner. In the course of doing so, the Contractor shall, at all times, act in the best interests of Ryerson. 4. The Contractor shall keep Ryerson informed about the progress of services provided under this Agreement at reasonable intervals or as may be specifically requested by Ryerson. 5. The Contractor agrees and acknowledges that they are to be subject to applicable University policies during the term of this agreement, including policies on conflicts of interest, and intellectual property. If there is a conflict between the Contractor’s obligations under Ryerson’s policies and any obligations to Ryerson pursuant to this Agreement, the Contractor’s obligations under Ryerson’s policies take priority over any obligation the Contractor may have by reason of this Agreement. Term of Agreement 6. The Contractor shall provide the Services from 20XX-20XX unless this Agreement is renewed by Ryerson, or terminated earlier, in accordance with the terms of this Agreement. Nature of Relationship 7. Ryerson is engaging the Contractor as an independent contractor, and not as an agent, employee, director or partner of Ryerson, and the Contractor shall not make any representations otherwise. The parties agree that this Agreement does not establish a joint venture. 8. The Contractor is not an employee of Ryerson, and nothing in this Agreement shall be construed so as to make the Contractor an employee of Ryerson nor impose any liability on Ryerson as would arise from any employer-employee relationship. 9. The Contractor represents and warrants that it has obtained all licenses and permits necessary to carry on its business. 10. Unless, expressed otherwise in this Agreement, the Contractor is solely responsible for all matters relating to compliance with statutory and other legal obligations arising from the responsibilities and services described in this agreement, including matters arising between the Contractor and its employees. Such obligations include, but are not limited to, remuneration; discipline; assessment of and withholding for income tax, employment insurance (EI), Workplace Safety and Insurance Board (WSIB), Employer Health Tax (EHT) and Canada Pension Plan (CPP); leave, vacation, overtime and any other payments which may be assessed against the Contractor under any statutory authority for performance of this Agreement. Fees and Remittances 11. Payment will be made upon submission of invoice and in accordance with payment terms. Ryerson’s standard payment terms are net 45 days unless otherwise agreed to in writing and/or specified on the purchase order. 12. All payments made by Ryerson to the Contractor shall be made without statutory deductions in respect of, but not limited to, the Income Tax Act (Canada), the Canada Pension Plan, the Employment Insurance Act, the Workplace Safety and Insurance Act, 1997 or the Employer Health Tax Act. The Contractor acknowledges responsibility for arranging, paying and remitting all applicable payments, contributions, premiums or penalties under any federal or provincial legislation with respect to the Services provided under this Agreement by the Contractor. 13. All payments and fees paid to the Contractor for the Services are inclusive of all Goods and Services Taxes (“GST”) and Harmonized Sales Tax (“HST”), if applicable, and all value added and sales taxes in accordance with the applicable federal and provincial legislation. The Contractor shall remit the GST paid by Ryerson to the Canada Revenue Agency, and agrees to indemnify Ryerson for all such monies if the Contractor fails to do so. 14. If required under the Agreement and the Workplace Safety and Insurance Act, 1997, the Contractor shall register with the Workplace Safety and Insurance Board, and shall pay all premiums required under the statute. 2 15. The Contractor agrees to indemnify and save Ryerson harmless with respect to any claims or demands properly exigible (including penalties and interest as well as any costs or expenses incurred in defending such claims or demands) which might be made against Ryerson concerning the deductions, payments and remittances referred to in paragraphs 12, 13 and 14, or the failure of the Contractor to make proper remittances. 16. The Contractor agrees that the obligations set out in paragraphs 12 to 14 shall continue in force even after the termination of this Agreement, insofar as these obligations arise out of or in connection with the Services rendered under this Agreement. Return of Materials 17. The Contractor agrees to promptly return, following the termination of this Agreement or upon earlier request by Ryerson, all drawings, tracings, data and written materials in the Contractor’s possession and: (i) supplied by Ryerson in conjunction with the Contractor’s consulting services under this Agreement or; (ii) generated by the Contractor in the performance of consulting services under this Agreement, which shall be the property of Ryerson as set out in the “Intellectual Property” section below. If the Contractor is provided with any equipment by Ryerson, the Contractor shall return the items in the same condition provided, except for reasonable wear and tear, at the completion of services and prior to the final payment of fees. Intellectual Property 18. Except as may be otherwise agreed to in writing by Ryerson and the Contractor, Ryerson will own, and the Contractor grants to Ryerson all rights (including but not limited to copyright and patent and moral rights), title and interest in and to any items created by the Contractor in performing the services, whether completed or not, and to their proceeds, such items including but not limited to reports, documents and computer software. These items will l be delivered to Ryerson upon request but in any event, no later than immediately after the completion of the project. Conflict of Interest 19. The Contractor must disclose all business relationships that may conflict with Ryerson’s interests including, but not limited to, ownership interests, employee relationships, or affiliations, direct or indirect pertaining to the services. 3 Defense and Indemnification 20. The Contractor releases Ryerson from any claims, damages, actions, liabilities or costs unless and only to the extent caused by the negligent act or omission of, or breach of agreement by, Ryerson. The Contractor shall indemnify and hold harmless Ryerson and its affiliates from any claims, damages, actions or liabilities incurred by or brought against Ryerson or its affiliates by any third party as a result of the negligent act or omission of, or breach of agreement by, the Contractor or its employees, agents and/or subcontractors, or those for whom it is responsible. Neither party shall be liable to the other for any indirect, consequential, special, punitive or exemplary damages. Workplace Safety Insurance Board By initialling the appropriate section, the Contractor confirms that: Their WSIB registrant employer # is: ______________________________________ OR A WSIB Clearance Certificate is attached declaring that it is registered with the WSIB, and has an account in good standing. Such Certificate must be renewed regularly and it is the Contractor’s responsibility to ensure that WISB coverage is maintained until the expiration of this agreement. The above information relieves Ryerson of financial liability and ensures that they will not be held responsible for Contractor related WSIB payments. Compensation for services will not begin until documentation is received by Ryerson. 21. The Contractor shall maintain reasonable general liability and/or professional liability insurance during the performance of this contract, which shall be not less than $2 Million unless a different amount is specified in Schedule A. Before beginning to provide services under this Agreement, the Contractor agrees to deliver to Ryerson a copy of the policy certificate for general liability and/or professional liability insurance for all officers, agents and employees of the Contractor. Confidentiality 22. The Contractor acknowledges that, in the course of performing the Services under this Agreement, he may have access to or become aware of confidential information of Ryerson (“Confidential Information”). The Contractor agrees that he shall not disclose any Confidential Information to any person, except as required in the performance of the Services. Furthermore, the Contractor agrees that he shall use Confidential Information only for the purpose of performing the Services, and that he shall not in any way use or disclose Confidential Information for his own purposes or for the purposes of any person, entity or organization other than Ryerson. 4 23. Confidential Information subject to paragraph 23 does not include information that is: (i) or later becomes available to the public through no breach or this Agreement by the recipient; (ii) obtained by the recipient from a third party who had the legal right to disclose the information to the recipient; (iii) already in the possession of the recipient on the date this Agreement becomes effective; (iv) independently developed by the recipient; or (v) required to be disclosed by law, government regulation, or court order. In addition, Confidential Information subject to section 25 does not include information generated by the Contractor unless the information is generated as a direct result of the performance of services under this Agreement. Termination, Extensions and Renewals of Agreement 24. Ryerson and the Contractor agree that either party may terminate this Agreement by providing the other party with notice in writing, provided, in the event of a termination by: (a) Contractor, at least 30 days written notice shall be provided, and (b) by Ryerson, at least 10 days written notice shall be provided on a not for cause basis and at least 2 days on a for cause basis. 25. Ryerson and the Contractor further agree that notwithstanding paragraph 25 above, either party shall be entitled to terminate this Agreement at any time without notice in the event of a breach of any term or provision of this Agreement, provided that Ryerson shall be afforded an opportunity to cure any breach which is susceptible to being cured. 26. In the event of the termination of this Agreement pursuant to either of the previous two paragraphs, Ryerson shall pay to the Contractor all fees owing for the Services performed up to and including the effective date of termination of this Agreement. The Contractor acknowledges that the amounts received pursuant to this paragraph constitute settlement in full of any claims against Ryerson in respect of this Agreement and its termination. 27. Furthermore, the Contractor shall return to Ryerson all property of Ryerson that the Contractor has in his possession at the time of the termination of the Agreement. 28. Should a conflict of interest, actual or perceived, exist or arise, as determined solely by Ryerson, Ryerson at its sole discretion, may immediately terminate this Agreement. 5 29. Notice given by one party to the other hereunder shall be in writing and deemed to have been properly given if deposited with Canada Post, registered or certified mail, addressed as follows: Ryerson Address: Ryerson University 350 Victoria Street Toronto, ON M5B 2K3 Attn: Manager, Purchasing Services Contractor Address: ___________________________ ___________________________ ___________________________ ___________________________ ___________________________ 30. This Agreement shall be extendable or renewable upon terms and conditions as agreed upon by Ryerson and the Contractor. An extended or renewed agreement must be accompanied by a change order issued by Ryerson before additional compensation can be paid. Accessibility 31. Ryerson is committed to promoting the independence, dignity, integration, and equality of opportunity of persons with disabilities by ensuring the accessibility of our services and is bound by the Standards under the Accessibility for Ontarians with Disabilities Act, 2005 as may be amended from time to time. 32. The consultant/contractor, and all sub-contactors hired by the consultant/contractor in the completion of its work, shall conform to all applicable regulations under the Accessibility for Ontarians with Disabilities Act, 2005 as may be amended from time to time. Legal Advice 33. The Contractor hereby acknowledges and confirms that he/she has been given an opportunity to obtain independent legal and other professional advice in connection with this Agreement. The Contractor hereby confirms that he fully appreciates and understands the terms of this Agreement. Assignment of the Agreement 34. This contract is not assignable by the Contractor but may be assigned by Ryerson in its sole discretion. 6 Severability 35. In the event that it is determined, in any legal proceeding, that any provision of this Agreement is invalid or unenforceable, it will be deemed to be severed from the remainder of this Agreement for the purpose only of the particular proceeding. This Agreement will, in every other respect, continue in full force and effect. The invalidity or unenforceability of any provision or part of any provision of this Agreement shall not affect the validity or enforceability of any other provision or part of any provision hereof. Entire Agreement 36. This Agreement constitutes the entire agreement between the parties. There are no other agreements, understandings, representations or warranties, either collateral, oral or otherwise. Governing Law 37. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, and the parties hereby irrevocably attorn to the jurisdiction of the courts of Ontario. Interpretation 38. The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and the Agreement shall be interpreted without regard to any presumption or other rule requiring interpretation of the Agreement more strongly against the party causing it to be drafted. Amendment and Waiver 39. This Agreement may not be modified or amended except by an instrument in writing signed by both parties. No waiver of any provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions, whether similar or not. No waiver of any provisions of this Agreement shall be deemed or shall constitute a continuing waiver unless otherwise expressly provided. Successors and Assigns 40. This Agreement shall enure to the benefit of and shall be binding on the parties and their respective successors and permitted assigns. This Agreement is entered into on the ____ day of ________________, 20XX. 7 _________________________ __________________________ Contractor Witness __________________________ __________________________ RYERSON Witness Per: [Name, Title, Department] 8 Schedule A – Description of the Services Add description of the services to be provided here. 9 Schedule B PRIVACY PROTECTION SCHEDULE This Schedule forms part of the agreement between Ryerson University (the “University”) and _____________________________________________________________ (the “Contractor”) respecting independent contractor services (the “Agreement”). Definitions 1. In this Schedule, (a) “Act” means the Freedom of Information and Protection of Privacy Act (Ontario); (b) “Business Days” means any day other than a Saturday or Sunday or a holiday as defined by the Retail Business Holidays Act (Ontario); (c) “Contact Information” means information to enable an individual at a place of business to be contacted and includes the name, position name or title, business telephone number, business address, business email or business fax number of the individual; (d) “Personal Information” has the same meaning as under the Act, and for greater specificity means information about an identifiable individual recorded in any form including: i. information relating to the race, national or ethnic origin, colour, religion, age, sex, sexual orientation or marital or family status of the individual; ii. information relating to the education or the medical, psychiatric, psychological, criminal or employment history of the individual or information relating to financial transactions in which the individual has been involved; iii. any identifying number, symbol or other particular assigned to the individual; iv. the personal address, personal telephone number, fingerprints or blood type of the individual; v. the personal opinions or views of the individual except where they relate to another individual; vi. correspondence sent to an institution by the individual that is implicitly or explicitly of a private or confidential nature, and replies to that correspondence that would reveal the contents of the original correspondence; vii. the views or opinions of another individual about the individual; and viii. the individual's name where it appears with other personal information relating to the individual or where the disclosure of the name would reveal other personal information about the individual. 10 Purpose 2. The purpose of this Schedule is to: (a) enable Ryerson to comply with its statutory obligations under the Act with respect to Personal Information; and (b) ensure that, as a service provider, the Contractor is aware of and complies with its statutory obligations under the Act with respect to Personal Information. Collection of Personal Information 3. Unless the Agreement otherwise specifies or Ryerson otherwise directs in writing, the Contractor may only collect or create Personal Information that is necessary for the performance of the Contractor’s obligations, or the exercise of the Contractor’s rights, under the Agreement. 4. Unless the Agreement otherwise specifies or Ryerson otherwise directs in writing, the Contractor must collect Personal Information directly from the individual whom the information is about. 5. Unless the Agreement otherwise specifies or Ryerson otherwise directs in writing, the Contractor must tell an individual from whom the Contractor collects Personal Information: (a) the purpose for collecting it; (b) the legal authority for collecting it; and (c) the title, business address and business telephone number of the person designated by Ryerson to answer questions about the Contractor’s collection of Personal Information. Accuracy of Personal Information 6. The Contractor must make every reasonable effort to ensure the accuracy and completeness of any Personal Information to be used by the Contractor or Ryerson to make a decision that directly affects the individual the information is about. 11 Requests for access to Personal Information 7. If the Contractor receives a request for access to Personal Information from a person other than Ryerson, the Contractor must promptly advise the person to make the request to Ryerson unless the Agreement expressly requires the Contractor to provide such access and, if Ryerson has advised the Contractor of the name or title and contact information of an official of Ryerson to whom such requests are to be made, the Contractor must also promptly provide that official’s name or title and contact information to the person making the request. Correction of Personal Information 8. Within 5 Business Days of receiving a written direction from Ryerson to correct or annotate any Personal Information, the Contractor must annotate or correct the information in accordance with the direction. 9. When issuing a written direction under section 8, Ryerson must advise the Contractor of the date the correction request to which the direction relates was received by Ryerson in order that the Contractor may comply with section 10. 10. Within 5 Business Days of correcting or annotating any Personal Information under section 8, the Contractor must provide the corrected or annotated information to any party to whom, within one year prior to the date the correction request was made to Ryerson, the Contractor disclosed the information being corrected or annotated. 11. If the Contractor receives a request for correction of Personal Information from a person other than Ryerson, the Contractor must promptly advise the person to make the request to Ryerson and, if Ryerson has advised the Contractor of the name or title and contact information of an official of Ryerson to whom such requests are to be made, the Contractor must also promptly provide that official’s name or title and contact information to the person making the request. Protection of Personal Information 12. The Contractor must protect Personal Information by making reasonable security arrangements against such risks as unauthorized access, collection, use, disclosure or disposal, including any expressly set out in the Agreement. 12 Storage and access to Personal Information 13. Unless Ryerson otherwise directs in writing, the Contractor must not store Personal Information outside Canada or permit access to Personal Information from outside Canada. Retention of Personal Information 14. Unless the Agreement otherwise specifies, the Contractor must retain Personal Information until directed by Ryerson in writing to dispose of it or deliver it as specified in the direction. Use and disclosure of Personal Information 15. Unless Ryerson otherwise directs in writing, the Contractor may only use Personal Information if that use is: (a) for the performance of the Contractor’s obligations, or the exercise of the Contractor’s rights, under the Agreement; and (b) in accordance with section 13. 16. The Contractor shall only provide Personal Information to third parties who can demonstrate that they have in place a means to provide protection comparable to that provided by the Contractor. 17. Unless Ryerson otherwise directs in writing, the Contractor may only disclose Personal Information inside Canada to any person other than Ryerson if the disclosure is for the performance of the Contractor’s obligations, or the exercise of the Contractor’s rights, under the Agreement. 18. Unless the Agreement otherwise specifies or Ryerson otherwise directs in writing, the Contractor must not disclose Personal Information outside Canada. Inspection of Personal Information 19. In addition to any other rights of inspection Ryerson may have under the Agreement or under statute, Ryerson may, at any reasonable time and on reasonable notice to the Contractor, enter on the Contractor’s premises to inspect any Personal Information in 13 the possession of the Contractor or any of the Contractor’s information management policies or practices relevant to its management of Personal Information or its compliance with this Schedule and the Contractor must permit, and provide reasonable assistance to, any such inspection. Compliance with the Act and directions 20. The Contractor must in relation to Personal Information comply with: (a) the requirements of the Act applicable to the Contractor as a service provider, including any applicable order of the commissioner under the Act; and (b) any direction given by Ryerson under this Schedule. 21. The Contractor acknowledges that it is familiar with the requirements of the Act governing Personal Information that are applicable to it as a service provider. Notice of non-compliance 22. If for any reason the Contractor does not comply, or anticipates that it will be unable to comply, with a provision in this Schedule in any respect, the Contractor must promptly notify Ryerson of the particulars of the non-compliance or anticipated non-compliance and what steps it proposes to take to address, or prevent recurrence of, the non- compliance or anticipated non-compliance. Termination of Agreement 23. In addition to any other rights of termination which Ryerson may have under the Agreement or otherwise at law, Ryerson may, subject to any provisions in the Agreement establishing mandatory cure periods for defaults by the Contractor, terminate the Agreement by giving written notice of such termination to the Contractor, upon any failure of the Contractor to comply with this Schedule in a material respect. Interpretation 24. In this Schedule, references to sections by number are to sections of this Schedule unless otherwise specified in this Schedule. 14 25. Any reference to the “Contractor” in this Schedule includes any subcontractor or agent retained by the Contractor to perform obligations under the Agreement and the Contractor must ensure that any such subcontractors and agents comply with this Schedule. 26. The obligations of the Contractor in this Schedule will survive the expiry or termination of the Agreement. 27. If a provision of the Agreement (including any direction given by Ryerson under this Schedule) conflicts with a requirement of the Act or an applicable order of the commissioner under the Act, the conflicting provision of the Agreement (or direction) will be inoperative to the extent of the conflict. 28. The Contractor must comply with the provisions of this Schedule despite any conflicting provision of the Agreement or the law of any jurisdiction outside Canada. 15