Services Agreement

SERVICES AGREEMENT
(Alberta)

This agreement is dated ________ and is between:

________, an Alberta corporation, having an address at:

________

(hereinafter the "Client"); and


________, an Alberta corporation, having an address at:

________

(hereinafter the "Service Provider");

(each of them a "Party", and collectively, the "Parties").

WHEREAS the Client wishes to retain the Service Provider for the provision of services, as described hereinafter;

AND WHEREAS the Service Provider possesses the necessary skills and knowledge to render such services to the Client;

NOW THEREFORE the Parties hereto hereby agree, subject to the terms and conditions herein, as follows:

1. Term

This Agreement commences on the date first written above and ends at midnight on the day of the completion of the Services (as hereinafter defined) to the complete satisfaction of the Client (the "Term").

2. Performance

a) The Service Provider shall perform and complete services as described below (the "Services") in accordance with this Agreement and in a professional, careful, diligent and efficient manner to the complete satisfaction of the Client.

"Services" refers to specific services that the Service Provider will provide to the Client under the terms and conditions of this Agreement, including as follows:

________

b) The Service Provider will complete and perform the Services at the following location:

________

(hereinafter the "Location")

c) The Service Provider states that:

I) the Service Provider is competent and fully qualified to perform and complete the Services;

II) it has the full right and power to enter into this Agreement and there is no agreement under which it is bound which would in any way interfere with the Client's rights under this Agreement;

III) subject to this agreement, all persons employed or to whom responsibilities are delegated by the Service Provider (such persons, Service Providers, employees, subcontractors and agents, being the "workers", subject to this agreement) and assigned to perform and complete the Services have the requisite qualifications, knowledge, skill and ability to perform such Services;

IV) all workers to whom the Service Provider delegates responsibilities shall do so with professional skill, competence and quality workmanship; and

V) the Service Provider shall keep the Client informed about the progress of the Services provided at reasonable intervals or as may be specifically requested by the Client.

3. Client obligations

During the provision of the Services, the Client shall:

a) cooperate with the Service Provider in any way the Service Provider may reasonably require;

b) provide any information and/or documentation needed by the Service Provider relevant to the provision of Services or payment for the provision of Services;

c) require any staff or agents of the Client to cooperate with and assist the Service Provider as the Service Provider may need;

d) make available to the Service Provider, without fee or cost, any facilities, which may include, but are not limited to, a work space, computer, or other physical equipment that the Service Provider may reasonably require.

4. Payment

a) The Client will pay the following fees to the Service Provider for rendering Services: $________ (________), as a fixed fee for all Services rendered.

b) The Client agrees to pay the Service Provider the fees mentioned above for the provision of Services, subject to the following terms and conditions:

I) The Service Provider will invoice the Client weekly.

II)The Client will have the following time period to pay the Service Provider's invoice:

________

III) The Service Provider will accept the following forms of payment:

________

IV) The Service Provider may charge for all reasonable and necessary costs and expenses incurred in performing the Services, subject to agreement from the Client.

V) If the Client does not pay the invoiced and required amount by the date stated in the invoice or as otherwise provided for in this Agreement, the Service Provider may do any or all of the following:

A) charge interest on the outstanding amount at the rate of ________% (________ percent) per annum;

B) require the Client to pay for the Services, or any remaining part of the Services, in advance;

C) cease performance of the Services completely or until payment is made, at the Service Provider's sole and exclusive discretion.

VI) Any charges payable under this Agreement are exclusive of taxes, surcharges, or other amounts assessed by provincial or federal governments. Taxes imposed upon or required to be paid by the Client or the Service Provider will be the respective and exclusive responsibility of each party.

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________) 552 888222 52825828 252 58252 22 2522 8552228 22 252 88222 22 52588828 52 522 2822 555822 252 22522525282 22 252 52588828, 82 8582222 222882 22 252 5258882 25288525.

________) 552 5258882 25288525 252 2522 5 88582 225 5525822222 882582 258522 (88) 5528 22 222828852822 22 252 8552228 2522 252 888222.

6. Workers and Replacement of Workers

a) The Service Provider may delegate responsibilities to the following workers in order to assist in the provision of Services:

________

b) The Service Provider warrants that all workers are well trained, fully capable and fully competent to perform the Services.

c) The Service Provider further warrants that the Service Provider is responsible and liable for the Services of all the workers to the same extent that the Service Provider is vicariously responsible and liable for its own employees and their Services. The Service Provider shall inform the workers of their obligations under this Agreement and shall ensure they comply with its applicable terms.

d) The Service Provider acknowledges that the Client has the right in its sole discretion to require the Service Provider to replace any worker that the Client deems to be unsuitable for any reason with another person of equal or superior skill upon written notice, and such request shall not be construed as interference with the Service Provider's performance of the Services. Upon notice, any worker deemed unsuitable by the Client is not allowed to return to the Services site without the prior written permission of the Client. Such request shall not be unreasonably withheld by the Service Provider.

7. Subcontracting

The Service Provider may only subcontract its obligations under this Agreement with the prior written consent of the Client provided that (i) the third party to whom the obligations are subcontracted (the "Third Party Service Provider") agrees in writing to conduct such activities in accordance with, and subject to, the terms and conditions of this Agreement; and (ii) the Service Provider shall ensure that each third party service provider perform these obligations in accordance with, and subject to, the terms and conditions of this Agreement. The Service Provider hereby further agrees that Service Provider be solely responsible and liable for the obligations performed by each third party service provider as if such obligations were conducted by the Service Provider. The Service Provider will be permitted to subcontract the Agreement or the performance of the Services, in whole or in part, to the Client, provided that such subcontractor possesses similar skills and knowledge.

8. Warranty

a) The Service Provider represents and warrants that it will perform the Services using reasonable care and skill comparable to that of a Service Provider in the respective field and that any end products or materials given by the Service Provider to the Client under the terms and conditions of this Agreement will not infringe on or violate the intellectual property rights, or any other rights, of any third party.

b) The Service Provider warrants that the Services are free of all defects, deficiencies, and problems for a period of twelve (12) months from the date of approved final completion.

c) If, in the sole opinion of the Client, defects, deficiencies or problems appear during the warranty period, the Provider shall immediately remedy, replace, re-perform or correct the Services at no cost to the Client within a reasonable timeframe.

d) If the Service Provider fails to respond or remedy, replace, re-perform or correct the Services within a reasonable timeframe, the Client may remedy, replace, re-perform or correct the Services and, any damage arising therefrom, by whatever means it chooses and the cost of same is to be paid by the Service Provider.

e) The Service Provider further warrants that any of the Services replaced, re-performed, remedied or corrected is free of defects, deficiencies or problems for a further period of twelve (12) months from the date of completion of the required repair, re-performance, remedy or correction.

9. Compliance with laws

The Service Provider shall, at its sole expense, and at all relevant times during the performance of the Services, comply and adhere to all statutes, rules, orders, ordinances and regulations of all governmental authorities.

10. Permits and licences

The Service Provider shall procure, at its own expense, all permits and licences that may be required for the performance of the Services and shall pay all customs, duties and all excise, licence, occupation and other taxes that may be or become payable to any authority by reason of the performance of the Services, unless otherwise specifically agreed to in writing.

11. Limitation of liability

The party's liability in contract, tort or otherwise arising through or in connection with this Agreement or through or in connection with the completion of obligations under this Agreement will be limited to the aggregate fees paid by the Client to the Service Provider, except in the case of fraud or negligence by either party.

12. Confidentiality

a) Each Party acknowledges that in the course of providing the Services under this Agreement, the Recipient, as defined hereinafter, may have access to, obtain or be provided with information of confidential and/proprietary nature of the other Party, whether a Trade Secret or not, disclosed in oral, written or electronic form or otherwise learned by the Recipient under this Agreement, and copies that the Recipient party is authorized to make hereunder (the "Confidential Information").

b) "Recipient" refers to the Party that is receiving the Confidential Information and "Discloser" refers to the Party that is disclosing the Confidential Information.

c) "Trade Secret" means a technique or process, a tool, mechanism or compound, a formula, pattern, device or a compilation of information that is used in one's business, only known to its owner and the employees that assisted in making it, which gives the business a competitive advantage.

d) As a Recipient, a Party may use the Confidential Information solely for the purpose of the provision of the Services to the Client, and shall not disclose or reveal the Confidential Information orally, in writing, electronically or in any other form to any third party during the Term of this Agreement or at any time after the expiry or termination of this Agreement.

e) The obligations under the present section of this Agreement will not apply to any Confidential Information that:

(I) the Recipient knew before learning it under this Agreement;

(II) is now, or becomes in the future, publicly available except by an act or omission of the Recipient;

(III) a third party rightfully discloses to the Recipient without any confidentiality obligations; or

(IV) the Recipient independently develops, without use of or reference to Confidential Information.

f) For Confidential Information that is not a Trade Secret, each Party's obligations under this Agreement, as a Recipient, will expire two (2) years after expiry of the Term (as defined below) of this Agreement.

g) For Confidential Information that is a Trade Secret, each Party's obligations under this Agreement, as a Recipient, will be perpetual.

13. Intellectual Property

a) In accordance with the terms and conditions of this Agreement, the Service Provider may create certain intellectual property ("Created IP"), including, but not limited to, plans, drawing, specifications, reports, advice, analyses, designs, methodologies, codes, artworks, or any other intellectual property as required to render the provision of Services to the Client. Unless the Parties otherwise agree, any such Created IP generated by the Service Provider in connection with the provision of Services to the Client will belong to the Client.

b) Any intellectual property provided by the Client to the Service Provider to assist in the provision of Services, which was not created by Service Provider pursuant to this Agreement, will belong to the Client. Any ancillary intellectual property belonging to the Service Provider, provided or shown to the Client in any way, which was not created by the Service Provider pursuant to this Agreement, will continue to belong to the Service Provider.

14) Termination

a) This Agreement may be terminated by either party, upon notice in writing:

I) if the other party commits a material breach of any term of this Agreement that is not capable of being remedied within fourteen (14) days or that should have been remedied within fourteen (14) days after a written request and was not;

II) if the other party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform;

III) if the other party or its employees or agents engage in any conduct prejudicial to the business of the other, or in the event that either party considers that a conflict or potential conflict of interest arose between the parties.

b) This Agreement may be terminated by the Service Provider if the Client fails to pay any requisite Fees within seven (7) days after the date they are due. The Service Provider may terminate the Agreement immediately, with no notice period, in writing.

c) If this Agreement is terminated before the expiration of its natural term, Client hereby agrees to pay for all Services rendered up to the date of termination, and for any and all expenditure due for payment after the date of termination for commitments reasonably made and incurred by Service Provider related to the rendering of Services prior to the date of termination.

d) Any termination under this subpart shall not affect the accrued rights or liabilities of either Party under this Agreement or at law and shall be without prejudice to any rights or remedies to which either Party may be entitled. Any provision or subpart of this Agreement which is meant to continue after the termination or come into force at or after the termination shall not be affected by this subpart.

15. Force majeure

a) Neither Party to this Agreement is responsible for any delay or failure to perform its obligations under this Agreement where such delay or failure is due to fire, explosion, flood, war, embargo, governmental action, act or order of a public authority, strike, public health emergency or communicable disease outbreak or to any other cause beyond its control.

b) If a force majeure event lasts longer than thirty (30) days, the Client may terminate this Agreement, in whole or in part, without further liability, expense or cost of any kind by providing a written notice to the Service Provider.

16. Delay

In the event of any delay by the Service Provider in the commencement, execution or completion of the Services, not caused by the Client or by a force majeure event, no claim for additional payment or any extension of time is made unless the Client, in its sole discretion, authorizes otherwise.

17. Waiver

Regardless of past conduct or practice with the Service Provider or any other contractor, the Client may at any time insist upon strict compliance with the terms and conditions of this Agreement.

18. Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party.

19. Modification

This Agreement may only be amended by agreement in writing signed by the parties.

20. Severability

The Parties acknowledge that if a dispute between the Parties arises out of this Agreement or the subject matter of this Agreement, they would want the court to interpret the Agreement as follows:

a) with respect to any provision that it holds unenforceable, by modifying that provision to the minimum extent necessary to make it enforceable, or if that modification is not permitted by law, by disregarding that provision;

b) if an unenforceable provision is modified or disregarded in accordance with the present section, by holding that the rest of the Agreement will remain in effect as written;

c) by holding that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable;

d) if modifying or disregarding the unenforceable provision would result in a failure of an essential purpose of this Agreement, by holding the entire Agreement unenforceable.

21. Counterparts

If the Parties sign this Agreement in several counterparts, each will be deemed an original but all counterparts together will constitute one instrument. Delivery by facsimile or by electronic transmission in portable document format (PDF) of an executed counterpart of this Agreement is as effective as delivery of an originally executed counterpart of this Agreement.

22. Governing Law and Jurisdiction

a) This Agreement will be governed exclusively in accordance with the laws of the province of Alberta and the laws of Canada.

b) The parties attorn to the exclusive jurisdiction of the courts of the province of Alberta and all courts competent to hear appeals therefrom.

23. Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter of this Agreement and supersedes all other agreements, whether written or oral.

The Parties are signing this Agreement on the date stated in the introductory clause.

________

By: _____________________________________

Name: ________
Title: ________

________

By: _____________________________________
Name: ________
Title: ________