SERVICE AGREEMENT BETWEEN: THE INTERMEDIARY INC., a legally constituted corporation under the provisions of the Companies Act, Part 1A (Québec), having its head office and main place of business in ____, -city-, in the province of Québec, herein represented by ____, duly authorized to act herein, as stated by him; (hereinafter referred to as: "the Intermediary") AND SUB-CONTRACTOR INC., a legally constituted corporation under the provisions of the Companies Act, Part 1A (Québec), having its head office and main place of business in ____, -city-, in the province of Québec, herein represented by ____, duly authorized to act herein, as stated by him; (hereinafter referred to as: "the Sub-contractor") WHEREAS the Sub-contractor is a business that specializes in the fields of information technology and communications; Add specific details about the Sub-contractor's particular expertise. WHEREAS the Intermediary wants to retain the services of the Sub-contractor because of its expertise in this particular field; WHEREAS the Sub-contractor agrees to provide the aforementioned specialized services to the Intermediary in accordance with the terms and conditions stated hereafter; WHEREAS it is the intent of the parties that their respective obligations be governed and interpreted in accordance with the regulations specific to business contracts and/or services as stipulated in the Civil Code of Québec, the foregoing for all legal purposes, and excluding any other interpretation inconsistent with the above; WHEREAS it is in the interests of the parties to this agreement to set the terms, clauses and conditions to govern their business relationship in an act under private writing. Interm. Sub-C. IN CONSIDERATION OF THE FOREGOING, THE PARTIES AGREE TO THE FOLLOWING: 1. PREAMBLE 1.1. The preamble is an integral part of this agreement. 2. REFERENCE 2.1. The Intermediary shall retain the services of the Sub-contractor to execute specific work in the information technology and communications fields and the Sub-contractor agrees to provide services that comply with the agreed specifications, as defined in Appendix A, attached hereto. Avoid any mention of the possibility of converting this agreement into a potential contract of employment. In Appendix A, you should include all information relevant to the work to be executed by the Sub-contractor at the Client of the Intermediary. The Client of the Intermediary will not be mentioned (or hardly mentioned) in this agreement because it is not one of the signing parties. It would be inappropriate to include stipulations concerning the Client of the Intermediary, since it is only a third party who did not formally agree to the content of this agreement. 3. TERM OF THE AGREEMENT 3.1. This agreement covers the period specified in Appendix A to this agreement. It is customary for a business or services contract to include a start date and an end date. Any extensions would be subject to an amendment signed by the parties at the end of the initial term. 3.2. This agreement can be renewed under the same terms and conditions stipulated herein at the request of the Intermediary, who shall send written notice to this end to the Sub-contractor no later than --duration - (XX) days before the expiry of the term stipulated in section 3.1 of this agreement. Interm. Sub-C. 3.3. On receipt of the written notice from the Intermediary in accordance with the terms of section 3.2, the Sub-contractor has a period of duration (XX) days to provide written notice to the Intermediary of his acceptance or rejection of the renewal of this agreement. 3.4. On an exceptional basis, the parties may come to a mutual agreement about a shorter renewal period than that described in sections 3.2 and 3.3 for emergency or unforeseeable situations. Avoid any mention of automatic renewal of the agreement. Avoid mentioning the possibility of a "bank of hours" allocated to the Sub-contractor. The term of the agreement must be established when the agreement is signed. Plan for enough time to send the relevant notices for renewal, based on the term of the agreement. 4. OBLIGATIONS OF THE SUB-CONTRACTOR 4.1. The Sub-contractor is entirely responsible for carrying out the work entrusted to it in the context of this agreement. 4.2. It agrees to act in the best interests of the Intermediary by prudently and diligently carrying out the work. 4.3. It also agrees to carry out the work in accordance with usual practice and the rules of art applicable to the field of expertise of the Sub-contractor. This agreement stipulates that as an independent business, the Sub-contractor is responsible for its own practices and its work does not require supervision, monitoring or control by a higher authority. 4.4. The Sub-contractor assumes sole control and management of the work described herein. It is responsible for setting and choosing the methods used and for all of the operations, facts and acts executed or omitted in carrying out its obligations. 4.5. The Sub-contractor agrees to conduct itself and act in accordance with the rules for professional ethics in order to maintain the reputation the Intermediary has acquired regarding the quality of its parties (employees, subcontractors, etc.) and of its professional services. 4.6. The Sub-contractor agrees to provide, to the extent circumstances allow, all of the work tools necessary to provide its services. 4.7. The Sub-contractor agrees to provide to the Intermediary, to the extent Interm. Sub-C. circumstances allow, any useful information concerning the nature of the task it undertakes to perform and concerning any material component, object, good required in the performance of the contract, along with information related to the expected duration of the tasks undertaken in order to perform the task object of the contract. 4.8. The Sub-contractor agrees to obtain all of the permits, licenses and other authorizations required to complete the work and to maintain their validity throughout the term of this agreement. 4.9. The Sub-contractor agrees to respect all applicable laws and regulations at all times throughout the term of this agreement. 4.10. The Sub-contractor shall be entirely responsible for any losses or damage caused to the Intermediary or to third parties by its fault, omission, negligence or late execution, full or partial failure to execute of any of its obligations towards the Intermediary. Clause 4.10 may or may not be mentioned as long as it simply informs the parties of an additional contractual responsibility, which is already mentioned in article 1457 of the Civil Code of Québec. 4.11. The Sub-contractor agrees to respect the delivery times agreed between the parties and as specified in Appendix A and agrees to inform the Intermediary of any delays that might affect the delivery dates agreed between the parties promptly. Avoid any mention of: - the obligation to submit to internal policies established and applied by the Intermediary or the Client of the latter (for example, a quality manual, quality assurance, etc.) ; - the obligation to obtain the prior consent of the Intermediary regarding aspects of administrative management specific to the activities of the Sub-contractor (for example, the transfer of certain rights or guarantees, etc.) ; - the requirement for the Sub-contractor to submit reports or interim and/or regular minutes on the progress of work to the Intermediary; Additionally, it is essential to avoid any mention of the Sub-contractor's obligation to assume expenses related to the status of Employee, such as contributions to the Régie des rentes, Fonds de services de santé, employment insurance, etc., should government authorities intervene. Interm. Sub-C. 5. OBLIGATIONS OF THE INTERMEDIARY 5.1. The intermediary agrees to provide to the sub-contractor any information or data relevant and/or available to carry out the agreed services. 5.2. The Intermediary is responsible for receiving the work at the end of the mandate, completed by the Subcontractor in accordance with the specifications agreed and described in Appendix A. This clause, as stipulated in the Civil Code of Québec, requires the Intermediary to acknowledge all of the work completed by the Sub-contractor when the latter has completed providing its services. The confirmation, approval or consent of the Intermediary is not required to determine the end or work delivery dates. Accordingly, the Intermediary cannot ignore or refuse to make the payment required in exchange for delivery of the work. 5.3. However, the Intermediary reserves its right to refuse any work that does not comply with the agreed specifications, such as stipulated in Appendix A, and may require that the Sub-contractor make the necessary corrections at its expense. In this case, the due dates should not be postponed without the consent of the Intermediary, who has sole discretion to refuse consent. Consequently, the Intermediary may hold back payment for any invoice payable to the Sub-contractor. 6. FEES AND OTHER EXPENSES 6.1. In exchange for the services provided by the Sub-contractor, the Intermediary agrees to pay fees at an hourly rate, set as follows: 6.1.1. Type A work: $_____.00 per hour 6.1.2. Type B work: $_____.00 per hour Specify here (or in Appendix A) the variable hourly rates applicable according to the work to be performed, if applicable. Interm. Sub-C. 6.2. The fees incurred in carrying out the mandate and justified in the context of implementing it are the responsibility of the Intermediary. More specifically, avoid the term "expenses", which primarily applies in the context of employment or for an employee. Parking fees, along with other relevant expenses, may be included in Appendix A of the mandate specifications. 6.3. The fees and expenses described in this agreement shall be invoiced and sent to the Intermediary by the Sub-contractor as the work progresses. Avoid mentioning invoices that are payable automatically, in a regular and repetitive manner, that could be similar to regular payments that are usually characteristic of salary payments. 6.4. The invoice should be accompanied by a detailed statement of the work performed, describing the services provided during the period and, if applicable, with a description of the expenses incurred by the Sub-contractor in the context of this agreement. Avoid requiring the Sub-contractor to use internal forms (or stationery bearing the letterhead or corporate logo) of the Intermediary or the Client of the Intermediary for invoicing purposes. Avoid imposing or guaranteeing a set number of hours to be completed by the Sub- contractor (for example, 35 hours per week) because the Sub-contractor is responsible for managing its work. These conditions will be discussed with the Client of the Intermediary and will be covered fully in Appendix A. 6.5. All applicable taxes, including GST and QST, will be charged to the Intermediary on the amounts invoiced by the Sub-contractor. As an independent business, the Sub-contractor has the legal obligation to collect the applicable taxes on sales from the Intermediary, including GST and QST. 7. PAYMENT TERMS 7.1. All invoices issued by Sub-contractor in accordance with the terms and conditions of this agreement and approved in advance by the Intermediary should be paid by the latter within thirty (30) days of receipt, failing which, the unpaid balance will bear interest at a rate of ___% per year. 8. NON-SOLICITATION 8.1. The Sub-contractor agrees and is obligated towards the Intermediary, Interm. Sub-C. during the term of this agreement and for a period of one (1) year following termination of the agreement, to not solicit, conduct business or attempt to conduct business, directly or indirectly, in any manner whatsoever, with the Client of the Intermediary in the context of the mandate completed. 8.2. Furthermore, the Sub-contractor shall not solicit or hire in any manner whatsoever, directly or indirectly, as employees, consultants or any other title whatsoever, any of the employees, directors, managers or other people (hereinafter referred to collectively as the "Employees" for the purposes of this article) working full or part time on behalf of the Intermediary or client of the Intermediary at the time that the one (1) year period begins or having worked during the 12 months preceding this time, and shall not attempt in any manner whatsoever to encourage any of the aforementioned Employees to leave their employment. 8.3. The Sub-contractor acknowledges that any infraction by it of this non- solicitation agreement shall result in, without prejudicing any other rights or recourses available to the Intermediary, the imposition of a penalty against the Sub-contractor of ---for example- five hundred dollars ($500.00) per day of failure to execute the obligations provided in the provisions of articles 8.1 and 8.2 of this agreement. Consequently, should such breach be confirmed by a court or arbitration tribunal, the Sub-contractor shall pay to the Intermediary the amount of five hundred dollars ($500) per day of failure to execute its obligations, at the Sub-Contractor's expense, without prejudicing the rights or recourses to injunction procedures, damages or any other recourse for such violation or threat of violation. The non-solicitation clause is not mandatory and is only provided as an example. However, it is one of the important aspects of the agreement that should be taken into consideration to demonstrator the Sub-contractor's integrity to the customer. It is a negotiable clause whose mention, scope and/or terms can be discussed and agreed to the mutual satisfaction of the parties. However, you should avoid including a non-competition clause, which often applies to employment contracts. 9. CONFIDENTIALITY 9.1. The Sub-contractor acknowledges that all of the information and all documents made available to him, learned about or acquired in any manner whatsoever, or products, on the occasion of or in executing this agreement, are the exclusive property of the Intermediary (and/or the Customer of the Intermediary, if applicable) and are confidential, and the Sub-contractor agrees to treat them as such. 9.2. The Sub-contractor agrees to provide to the Intermediary, on expiry of the agreement, all of the documents made available to execute this agreement Interm. Sub-C. and to never divulge, without the prior written consent of the Intermediary, in whole or in part, the aforementioned documents or the information they contain. [“this” is what is used in this kind of clause; the change is not justified] 9.3. If a third party (adviser, expert, etc.) is involved in completing the work in this agreement by the Sub-contractor, the Intermediary could require this person to sign a confidentiality agreement. 10. INTELLECTUAL PROPERTY 10.1. Subject to section 10.3, the Sub-contractor acknowledges that, in the context of performing its work under the provisions of this agreement, all of the contributions, and notably but without limitation, the work, works, drawings, contributions, innovations, discoveries, inventions or accomplishments, as well as their adaptation or modification, whether these contributions are protected or not under the provisions of any applicable law, when such contributions are performed, designed, created, completed or materialized by it or with its collaboration during the term of this agreement, they become the sole and full property of the Client of the Intermediary. 10.2. Consequently, the Sub-contractor transfers to the Client of the Intermediary, as such contributions are made, all of the rights, titles and interest in or for them and hereby agrees, at the request of the Customer of the Intermediary, to sign any document that the Client of the Intermediary considers useful or necessary to give effect to this agreement. 10.3. It is understood that if the Sub-contractor provides to the Client of the Intermediary, his own work free of any rights or work free of rights from third parties (such as open software), no intellectual property rights on the aforementioned work can be transferred to the Client of the Intermediary. This clause is not mandatory and is only provided as an example. However, it is an important aspect of the agreement that should be taken into consideration to clarify the ownership of rights over the work when completed and delivered by the Sub- contractor. It is a negotiable clause whose mention, scope and/or terms can be discussed and agreed to the mutual satisfaction of the parties. 11. TERMINATION 11.1. The Intermediary reserves the right to unilaterally terminate this agreement for any legal purposes at any time during the term of this agreement particularly if the Sub-contractor fails to respect any of the terms, Interm. Sub-C. conditions or obligations incumbent on it under the agreement. [change is OK] The Intermediary may unilaterally terminate the agreement for any reason whatsoever. However, it must pay the fees of the Sub-contractor for work completed by the latter prior to termination of the agreement (refer to clause 11.2). The Sub-contractor cannot decide to terminate the agreement unilaterally without serious cause. The law provides that only the Intermediary has this power. 11.2. In the event of termination by the Intermediary, the latter remains responsible for paying for all services provided under the agreement by the Sub-contractor up to the date of termination. 11.3. The Sub-contractor cannot terminate the contract unilaterally unless it has a serious reason and, even then, not at an inopportune time. If it does, it will be required to repair the prejudice caused to the Intermediary by the termination. The Civil Code of Québec does not specifically define all of the situations that can be qualified as "serious reasons". However, this concept is based on good faith and is determined based on the proof submitted and the circumstances in the case. Furthermore, "at an inopportune time" means an inappropriate time that is likely to cause irreparable prejudice at the location of the Intermediary or of the Intermediary's Customer. 11.4. If the Sub-contractor terminates the contract, it is bound to do everything that is immediately necessary to prevent any loss to the Intermediary or the Client of the Intermediary. This clause stipulates that the Sub-contractor must do everything possible to limit the damages that could be caused to the Intermediary or to the Customer of the Intermediary by its decision to terminate the agreement. Otherwise, if this is not done, it must pay damages to the Intermediary for the prejudice caused by its action. 12. ARBITRATION 12.1. Subject to their proceeding for injunctive relief, the parties to this agreement agree to submit to arbitration, excluding common-law tribunals, any real or anticipated disputes related to the rights that are granted to them respectively by this agreement, in the following manner: 12.1.1. Designation: The applicant designates an arbitrator and sends a notice identifying the arbitrator and the respondent to the latter, the general nature of the issue submitted for arbitration and the desired conclusions. Interm. Sub-C. The parties may agree on a higher number of arbitrators than that proposed in this agreement model. 12.2. Procedure: The arbitration procedure shall be that decreed in Book VII of the Code of Civil Procedure of Québec. The arbitration notice provided by the applicant shall specify whether the arbitrator is to act as amiable compositeur and shall do so if the respondent consents. 12.3. Location, date and time: The arbitrator is authorized to set the location, dates and times for hearings and may in his capacity accommodate, before or after the inquiry, any modifications to the request for arbitration as well as any counterclaims. 12.4. Start of arbitration: Unless there is an agreement to the contrary between the parties, the hearing must start no later than the thirtieth (30 th) day after designation of the arbitrator and the arbitrator's decision must be rendered no later than two (2) months from such designation. The arbitrator, as the case may be, subject to the two (2) month time period, must make his decision known in writing to the parties in the dispute within thirty (30) days after the end of the inquiry, and his decision must mention the reasons underlying the decision and must be signed by the arbitrator. 12.5. Approval: The arbitrator's decision duly approved by the court in accordance with section 946 of the Code of Civil Procedure shall be final and binds all of the parties in the dispute, their successors and assigns. 12.6. Inability to act: In the event of an arbitrator's refusal or inability to act, another arbitrator should be designated to replace such arbitrator, by the persons who had designated the arbitrator in question. If the replacement is not made within fifteen (15) days of the prior notice for this purpose to the persons who had designated the arbitrator in question, the vacancy should be filled by the courts at the request of the Intermediary or, if not possible, by one of the parties. 12.7. Fees: The fees of the arbitrator and other fees shall be paid by the party designated in the arbitrator's decision. This clause is not mandatory and is only provided as an example. However, it is one of the important aspects of this agreement that should be considered by the parties to resolve disputes out of court, within a reasonable timeframe and at the lowest cost, without turning to the courts. It is a negotiable clause whose mention, scope and/or terms can be discussed and agreed to the mutual satisfaction of the parties. 13. DISCLOSURE 13.1. The parties to the agreement acknowledge having informed the other Interm. Sub-C. party of any issue that may affect the legal foundation of the relationship. Neither the Intermediary nor the Sub-contractor should knowingly omit information whose knowledge would result in either party losing interest in initiating the business relationship. ***Important clause***: The parties agree to disclose any information likely to affect their business relationships. For example, the Intermediary may not have disclosed that it applied for tax credits to create jobs affecting the Sub-contractor whom he knows to be an entrepreneur. 14. FORCE MAJEURE 14.1. Neither of the parties can be held responsible in any manner whatsoever, for failing to execute their obligations under this agreement in the event of force majeure, or if an event occurs that is outside of their control that may delay, interrupt or prevent the execution of their obligations. 14.2. Force majeure includes any reason that is beyond the control of the parties to the agreement, that they could not have reasonably anticipated and against which they could not protect themselves. Force majeure includes, without limitation, any fortuitous events, strikes, partial or full work stoppage, lockout, fire, riot, intervention by civil or military authorities, consent to regulations or orders issued by government authorities or acts of war, declared or not. In accordance with the principle "A l'impossible, nul n'est tenu ". [Nobody is bound by the impossible.] 15. GENERAL PROVISIONS 15.1. Interpretation: Nothing in this contract should release nor be interpreted as releasing the Sub-contractor from its responsibilities or obligations as an independent contractor or as creating a subordinate relationship. 15.2. Adaptation: If any of the provisions of this agreement contravene a law, it must be interpreted, if applicable, in a manner that makes it comply with the law or, if this is impossible, in a manner that is most likely to respect the intent of the parties without contravening the legal requirements of the law. 15.3. Validity: Any decision by a court that would make any of the provisions in this agreement null and void shall not affect any of the other provisions of this agreement or their validity or enforceability. 15.4. Written notice: Any notices required under the provisions of this agreement must be made in writing and are deemed to be validly provided if delivered by hand or sent by registered mail to the addresses indicated in the first section that identifies the parties to this agreement. Interm. Sub-C. 15.5. Entire agreement: The parties acknowledge that this agreement and its related appendices constitute a full, faithful and complete reproduction of the agreement concluded between them and replaces any agreement or prior agreement for the same purpose, verbal or written. 15.6. Amendments: Any amendments to this agreement or waiver of rights resulting from it shall be without effect if such amendment is not explicit and documented in writing, signed by the parties to this agreement. 15.7. Non-waiver: The fact that one party has not insisted on the full execution of any of the commitments described in this agreement or has not exercised any of the rights granted therein must not be considered as a waiver of such right or to the full execution of such commitment in the future. Unless there is a provision to the contrary, any waiver by either of the parties to any of the rights shall only take effect if documented in writing and such waiver only applies to the rights and circumstances expressly stipulated in such waiver. 15.8. Bound parties: This agreement binds the parties, their representatives, successors and assigns and is interpreted based on the laws and regulations in effect in the province of Québec. 15.9. Time of preclusion: The time frames indicated in this agreement and any related document are applicable. 15.10. Judicial district: The parties to this agreement elect domicile in the judicial district of -city- . 15.11. Laws of Québec: This agreement is subject to the laws of the province of Québec. IN WITNESS WHEREOF , THE PARTIES SIGNED AT -CITY- , THIS ____ - DATE. THE INTERMEDIARY INC. SUB-CONTRACTOR INC. _________________________ _________________________ By: Ms./Mr. XYZ, By: Ms./Mr. ABC, Authorized Representative Authorized Representative Interm. Sub-C. APPENDIX A TO THE SERVICE AGREEMENT concluded in the city of , on ________ A- SERVICES RETAINED (Provide details of the technical expertise, for example: "PROJECT XYZ: SAP implementation: primarily, establishing standards and methodologies, etc.) Avoid titles or positions that could be related to the status of employee, for example, senior adviser, etc.). B- TERM OF THE AGREEMENT This agreement shall come into force on -start date- and shall terminate on -end date-, the foregoing for a total duration of -duration- (XX) months. C- AGREED SPECIFICATIONS Example: The mandate is to be carried out by the Sub-contractor for the Customer of the Intermediary, which is Division Assurances de Montréal of EFG inc. The number of hours necessary to complete project XYZ is estimated at 56 hours. The amount in expenses related to completing the mandate is assessed at $000.00. The details are summarized as follows: - Parking fees ($0.00) - Purchase of materials ($0.00) - License fees ($0.00) etc. Interm. Sub-C. The Sub-contractor is to present a work progress summary on the 1st day of the month to Mr. XXX, Project Manager. Mention any other usual specifications that you meet here. D- RESOURCE RETAINED E- DELIVERY LEAD TIME Delivery deadline for work conducted by the Sub-contractor: ______________. Interm. Sub-C.