subcontractor agreement template canada

Independent Contractor Services Agreement

Instructions for Use

• Fill in all bracketed fields with the specific details of your engagement; ensure the Scope of Work (Schedule A) is detailed enough to prevent scope creep.
• Both parties must initial the bottom of each page and sign the final signature block to ensure enforceability in Canadian courts.
• If the contractor is incorporated, ensure the agreement is signed by an authorized signatory of the corporation to maintain the distinction between the entity and the individual.

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1. Parties

This Agreement is made as of [Date] (the "Effective Date") by and between:

Company: [Company Name], a corporation incorporated under the laws of [Province/Territory], with its principal place of business at [Company Address] ("Company").

Contractor: [Contractor Name/Corporation Name], a business registered in [Province/Territory] with its principal place of business at [Contractor Address] ("Contractor").

2. Services

The Contractor agrees to perform the services described in the attached Schedule A (the "Services"). The Contractor shall perform the Services in a professional and workmanlike manner, consistent with industry standards.

3. Term and Termination

This Agreement shall commence on [Start Date] and continue until [End Date] or until completion of the Services, unless terminated earlier.

• Either party may terminate this Agreement upon [Number] days' written notice.
• Company may terminate immediately for "Cause" (e.g., breach of contract, negligence, or misconduct).

4. Compensation

The Company shall pay the Contractor as follows:

• Fixed Fee: $[Amount] CAD, payable upon [Milestone/Completion].
• Hourly Rate: $[Amount] CAD per hour, invoiced [Weekly/Monthly].
• All invoices shall be submitted to [Email Address] and paid within [Number] days of receipt.

5. Independent Contractor Status

The parties acknowledge that the Contractor is an independent contractor and not an employee, partner, or agent of the Company. The Contractor is solely responsible for all income taxes, CPP/QPP contributions, and EI premiums.

6. Intellectual Property

All work product, inventions, and deliverables created by the Contractor during the course of this Agreement shall be the sole and exclusive property of the Company. The Contractor hereby assigns all right, title, and interest in such work to the Company.

7. Confidentiality

The Contractor shall hold all non-public information received from the Company in strict confidence and shall not disclose such information to any third party without prior written consent.

8. Indemnification

The Contractor agrees to indemnify and hold harmless the Company from any claims, damages, or legal fees arising out of the Contractor’s negligence, willful misconduct, or breach of this Agreement.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of [Province] and the federal laws of Canada applicable therein.

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Signature & Acknowledgment

Company Signature: __________ Printed Name: [Name of Signatory] Title: [Title] Date: [Date]

Contractor Signature: __________ Printed Name: [Name of Signatory] Title: [Title] Date: [Date]

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Legal Disclaimer: This document is a general framework and does not constitute formal legal advice. Employment laws, tax classifications (such as Personal Services Business status), and liability requirements vary by province. Consult with qualified legal counsel to ensure compliance with your specific jurisdiction and industry regulations.