TERMS AND CONDITIONS

By Accepting the Quotation to which these terms and conditions are attached (the “Quotation”), The Customer as identified in the quotation referred to as the Customer, hereon referred to as the “Client”, accepts the following consulting Agreement.

Yellow Leaf Engineering Limited, 120 Mount Douglas Point SE, Calgary, Alberta, T2Z 3J9 is hereon referred to as the “Consultant”.

THIS CONSULTING AGREEMENT (the “Agreement”) is dated with the date as stated on the Quotation.

BACKGROUND

​A.      The Client is of the opinion that the Consultant has the necessary qualifications, experience, and abilities to provide consulting services to the Client.

​B.      The Consultant is agreeable to providing such consulting services to the Client on the terms and conditions set out in this agreement.

IN CONDISERATION OF the matters described above and the mutual benefits and obligations set forth in this Agreement, the receipt of sufficiency of which consideration is hereby acknowledged, the Client and the Consultant (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

SERVICES PROVIDED

​1.      The Client hereby agrees to engage the Consultant to provide the Client with the following consulting services (the “Services”):

​ ​a.      Those Goods and Services as described on the associated quotation

​ ​b.      Environmental Engineering

​ ​c.      Environmental Consulting

  ​2.      The Services will also include any other consulting tasks which the Parties may agree on.  The Consultant hereby agrees to provide such Services to the Client.

TERM OF AGREEMENT

​3.      The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until the completion of Services, subject ​ ​to earlier termination as provided in this Agreement.  The Term may be extended with the written consent of the Parties.

PERFORMANCE

​4.      The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

CURRENCY

​5.      Except otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in CAD (Canadian Dollars).

COMPENSATION

​6.      The Consultant will charge the Client for the Services as follows (the “Compensation”):

​ ​a.      The Client will pay the Consultant the agreed upon fee of as noted in the Quotation.

​ ​b.      Consulting Services outside the scope of work will be charged at a rate of $120 / hr

​​c.      If required, additional goods or services may be added to the invoice.  In the event of this requirement, the Consultant will contact the client for ​ ​ ​ ​ ​authorization of a scope of work change.

​7.      Invoices submitted by the Consultant to the Client are due upon receipt.

PROJECT DELIVERY

​8.      Unless otherwise stated in this Agreement or on the Quotation, deliverable report items will be issued by the Consultant following receipt of payment of the ​ ​ ​associated invoice.

​9.      Unless otherwise stated in tis Agreement or on the Quotation, deliverable report items will not be issued prior to receipt of payment.      

INTEREST ON LATE PAYMENTS

​10.  Interest payable on any overdue amounts under this agreement is charged at a rate of 22.00% per annum or at the maximum rate enforceable under applicable ​ ​legislation, whichever is lower. Interest is calculated on a monthly basis and will applied to invoices 30 calendar days or older.

CONFIDENTIALITY

​11.  Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be ​considered to be propriety to the Client including, but not limited to, environmental records, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

12.   The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorized by the Client or as required by law.  The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

13.  All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of the Agreement or how it was provided by the Consultant.

OWNERSHIP OF INTELLECTUAL PROPERTY

14.  All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of the Client.  The use of the Intellectual Property by the Client will not be restricted in any manner.

15.  The Consultant may not use the Intellectual Property for any purpose other than that contracted for this Agreement except with the written consent of the Client.  The Consultant will be responsible for any and all damages resulting from the unauthorized use of Intellectual Property.

RETURN OF PROPERTY

16.  Upon the expiry or termination of this Agreement, the Consultant will return to the Client any property, documentation, records or Confidential Information which is the property of the Client.

CAPACITY / INDEPENDENT CONTRACTOR

17.  In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee.  The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service.

RIGHT OF SUBSTITUTION

18.  Except as otherwise provided in this Agreement, the Consultant may, at the Consultant's absolute discretion, engage a third-party sub-contractor to perform some or all of the obligations of the Consultant under this Agreement and the Client will not hire or engage any third parties to assist with the provision of Services.

19.  In the event that the Consultant hires a sub-contractor:

a.      the Consultant will pay the sub-contractor for its services, and the Compensation will remain payable by the Client to the Consultant

b.      for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Consultant.

AUTONOMY

20.  Except as otherwise provided in this Agreement, the Consultant will have full control over working time, methods, decision making in relation to provision of the Services in accordance with the Agreement.  The Consultant will work autonomously and not at the direction of the Client.  However, the Consultant will be responsive to the reasonable needs and concerns of the Client.

EQUIPMENT

21.  Except as otherwise provided in this Agreement, the Consultant will provide at the Consultant’s own expense, any and all equipment, software, materials and any other supplies necessary to deliver the Services in accordance with the Agreement.

NO EXCLUSIVITY

22.  The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.

NOTICE

23.  All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be communicated through the contact information as stated on the Quotation.

INDEMNIFICATION

24.  Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other  Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind of amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement.  This indemnification will survive the termination of this Agreement.  

MODIFICATION OF AGREEMENT

25.  Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

TIME OF THE ESSENCE

26.  Time is of the essence in this Agreement.  No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT

27.  The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT

28.  It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

INUREMENT

29.  This Agreement will ensure to the benefit of and the binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS

30.  Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

GENDER

31.  Words in the singular mean and include the plural and vice versa.  Words in the masculine mean and include the feminine and vice versa.

GOVERNING LAW

32.  This Agreement will be governed by and construed in accordance with the laws of the Province of Alberta.

SEVERABILITY

33.  In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in the whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER

34.  The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.