CONSULTING SERVICES AGREEMENT
This Agreement made effective the _____ day of ______________, _______.
(hereinafter the “Corporation”)
- and -
(hereinafter the “Consultant”)
A. The Corporation requires the services of the Consultant in respect of one or more projects
as described in Schedule “A” (hereinafter the “Projects”);
B. The responsibilities, title, and role of the Consultant in respect of the Projects are more
specifically described in Schedule “B” (hereinafter the “Scope of Work”);
C. The resume and/or curriculum vitae of the Consultant reveals that the Consultant
possesses the human and financial resources, experience and education required to
perform the Scope of Work which matters may be required for the Projects;
NOW THEREFORE in consideration of the mutual covenants and agreements herein contained
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties covenant and agree as follows:
ARTICLE 1 - INTERPRETATION
(a) “Agreement” means this agreement;
(b) “Consultant Services” means those services more particularly set out in the Scope of
Work and Article 3 hereof;
(c) “Corporate Representative” means the [person to whom Consultant
(d) “herein”, “hereby”, “hereof”, “hereunder” and similar expressions shall be understood to
relate to the Agreement as a whole and not merely to the paragraph in which they
(e) “or” is inclusive rather than exclusive.
The recitals hereof form a part of and are incorporated into this Agreement as if specifically set
The headings of the Articles or paragraphs of this Agreement are for convenience only and are
not part of and shall not affect interpretation of this Agreement.
Reference to any paragraph is inclusive of all subparagraphs of the stated paragraph and
reference to any Article hereof inclusive of all paragraphs and subparagraphs comprising said
1.5 ENTIRE AGREEMENT
This Agreement reflects the entire agreement between the parties relative to the subject matter of
this Agreement and any promise, representation or statement not contained herein shall not be
binding on either party.
Number and gender when stated as singular or masculine shall be construed as meaning plural
or feminine, and vice versa, where the context so requires, including defined terms.
If any provision of this Agreement is for any reason held by a court of competent jurisdiction to
be invalid, illegal or unenforceable, then such provision shall be severable from and shall not
affect any other provision of this Agreement and this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.
1.8 APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of the Province
of [insert name of province].
ARTICLE 2 - SCHEDULES
The schedules to this Agreement include the following:
(a) Project Description;
(b) Scope of Work;
(c) Tariff of Expenses; and
(d) Confidentiality and/or Non-Competition Agreement
ARTICLE 3 - SUBJECT MATTER
3.1 The Consultant shall perform the Scope of Work as required for the Projects in
accordance with the directions provided from time to time by the Corporate Representative, and
according to the policies of the Corporation in place from time to time, and shall report on the
progress thereof to the Corporate Representative as requested for the term of this Agreement.
3.2 The Consultant shall devote such time and effort in performing the Scope of Work as may
be required from time to time and agreed upon; provided, however, that the Consultant shall not
be required to devote his or her full time to the affairs of the Corporation throughout the term of
this Agreement, but rather shall coordinate his efforts with the needs of the Corporation as
agreed with the Corporate Representative.
3.3 The Consultant shall perform the services referred to herein in a confidential, efficient,
prompt, economical, skillful and careful manner, and in the best interests of the Corporation.
3.4 The Consultant Services shall include, but are not limited to the following areas of
concern to the Corporation (which areas may be jointly shared with such other Consultants as the
Corporation may retain from time to time):
(a) The preparation and implementation of business plans;
(b) Preparation of budgets and projections;
(c) The development and maintenance of corporate policies;
(d) Preparation and publishing of quarterly and annual financial statements, tax
returns, news releases, corporate profiles and other reports;
(e) Supervision of management operations;
(f) Investor relations and regulatory matters involving distribution and listing of the
(g) The pursuit of profitable acquisitions;
(h) Securing financing for acquisitions; and
(i) such other projects as the Board of Directors may identify as requiring the
services of the Consultant.
ARTICLE 4 - TERM
Subject to early termination as herein provided, the term of this Agreement shall be _______ (__)
months/years commencing on the date of execution hereof and expiring on the _____ day of
______________, _______. If neither party has given notice of intention to terminate this
Agreement within thirty (30) days of the expiration hereof, then it shall be deemed renewed for a
further period of one (1) year on the same terms as contained herein.
ARTICLE 5 - TERMINATION
The Corporation may terminate this Agreement at any time during the term hereof upon the
giving of thirty (30) days advance notice in writing to the Consultant, but in doing so will be
liable to pay the Consultant the sum of __________ ($_____) less the amount paid to date during
the term, plus GST, plus reimbursement of expenses invoiced and outstanding at the time of
ARTICLE 6 - CONTRACT PRICE
6.1 The Corporation agrees to pay the Consultant at a rate of $__________ per day while
engaged in field work; and $__________ per day while engaged in office work for a maximum of
$_____ for services provided throughout the term of this contract, payable monthly or as invoiced
by the Consultant.
6.2 On or before the last business day of every month, the Consultant shall submit to the
Corporate Representative or his designate an invoice for the Consultant Services performed in
that monthly period.
6.3 Upon verification and approval by the Corporation, each such invoice shall be paid
within fifteen (15) days.
6.4 In addition to any other compensation paid to the Consultant pursuant to this
Agreement, the Consultant shall be entitled to such performance bonus as the Board of Directors
in their discretion may deem appropriate, which bonus may be declared and paid on a monthly,
annual and or semi-annual basis, or a combination thereof, and may take the form of cash,
options for the purchase of shares, or shares of the Corporation, or any combination thereof.
6.5 The Consultant and his or her immediate family and/or dependants shall be entitled to
participate in any program in place for the benefit of employees, including without limitation,
health care, medical care, dental care, drug plan, and long and short-term disability benefits, with
premiums paid by the Corporation for such benefits in such manner as though the Consultant
was an employee of the Corporation.
ARTICLE 7 - EXPENSES
7.1 Subject to this Article 7, the Corporation shall reimburse the Consultant in accordance
with the attached Tariff of Expenses for all reasonable expenses incurred by the Consultant while
performing the Consultant Services. Reimbursement of expenses not listed on the attached Tariff
of Expenses shall be at the discretion of the Corporation unless approved by the Corporate
Representative prior to expenses being incurred. Original receipts for approved expenses shall be
provided to the Corporation by the Consultant for reimbursement.
ARTICLE 8 - FINAL PAYMENT
8.1 Within fifteen (15) days of the termination or expiration of this Agreement the Consultant
shall submit to the Corporation a final accounting of fees and reasonable expenses incurred in
performing the Consultant Services.
8.2 Upon verification and approval by the Corporation, the Corporation shall pay the
amount owed to the Consultant in full and final satisfaction of monies owed to the Consultant by
the Corporation during the term of this Agreement.
ARTICLE 9 - REPORTS
9.1 The Consultant shall produce verbal and written reports, analyses, schedules, and other
documents related to the Consultant Services upon the request of the Corporate Representative.
To produce the said reports, analyses, schedules and other documents the Consultant shall be
given reasonable access to the Corporation’s facilities, equipment, and personnel and to such
information relating to the Corporation’s business as may be required.
ARTICLE 10 - CONSULTANT’S RECORDS
10.1 The Consultant shall establish and maintain, to the satisfaction of the Corporation,
appropriate business standards, procedures and controls including business standards,
procedures and controls necessary to avoid any real or apparent impropriety or adverse impact
on the interests of the Corporation. Upon the Corporation’s request, the Consultant shall review
with the Corporate Representative such business standards, procedures and controls and the
Consultant shall implement such alterations to its business standards, procedures and controls as
the Corporation deems necessary or desirable.
10.2 From time to time and for a period of one (1) year subsequent to termination or
expiration of this Agreement the Consultant shall, upon request, promptly deliver or make
available for the immediate review by the Corporation all data, files, calculations, reports,
estimates, analyses, schedules, correspondence, accounting records, working papers and such
other information, documentation and materials being the property of the Corporation as may
have been produced or accumulated by the Consultant while performing the Consultant Services,
in the manner and at the location determined by the Corporation and at no cost or expense to the
ARTICLE 11 - SECRECY
11.1 During and after the term of this Agreement the Consultant shall take any and all
measures required by the Corporation to ensure the Consultant and its personnel do not disclose
to any other persons, excepting those persons necessary in order to perform the Consultant
Services, any of the affairs of the Corporation that the Consultant has ascertained without the
prior written consent of the Corporation.
11.2 The Corporation holds every proprietary right in and to all reports, files, analyses, charts,
drawings and other documents prepared by the Consultant in connection with the Consultant
Services, whether in conjunction with the personnel of the Corporation or otherwise and the
Consultant shall not make or permit any other entity or individual to make copies or summaries
of all or any part of any computer program, system documentation, report, file, analyses,
calculation, estimate working paper, idea, schedule or other document being the property of the
Corporation except as may be required by the Consultant to perform the Consultant Services.
ARTICLE 12 - GENERAL TERMS
12.1 INDEPENDENT CONTRACTOR
The relationship between the Corporation and the Contractor is intended to be, and is to be
construed as, that of independent contracting parties only and not that of employment,
partnership, joint venture, agency or any other association whatsoever. Nothing whatsoever
contained herein shall constitute either party as having authority to bind the other in any manner
whatsoever, and nothing wha