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Indicate the province or territory in which this agreement is created. This determines the laws applicable to the agreement.

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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").


The Client wishes to retain the Service Provider for the provision of certain professional services as set out below, and the Service Provider wishes to supply such services.

The Parties therefore agree 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 fashion to the complete satisfaction of the Client.

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

________

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) all persons employed or retained by the Service Provider (such persons, Service Providers, employees, subcontractors and agents, being the "workers") and assigned to perform and complete the Services have the requisite qualifications, knowledge, skill and ability to perform the Services;

IV) all workers assigned by the Service Provider to perform and complete the Services shall do so with professional skill and competence; and

V) the Service Provider shall keep the Client informed about the progress of the Services provided at reasonable internals 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 for anything 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 co-operate 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, the Service Provider may reasonably require.

4. Payment

a) The Client will pay the following fees to the Service Provider for the rendering of the 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 the 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 ________%, yearly (________ percent, yearly);

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.


5. Changes to Services


a) The Client reserves the right to make changes to the scope Services at any time during the performance of the Services, by written notice to the Service Provider.

b) The Service Provider may make a claim for adjustment within thirty (30) days of notification of the changes from the Client.


6. Workers; Replacement of workers

The Service Provider may use any employees that the Service Provider deems fit and capable in the provision of the Services to the Client.

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

b) The Service Provider further states that the Service Provider is responsible and liable for the Services of all the workers to the same extent that the Service Provider is 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 their compliance with its applicable terms.

c) 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 better skill upon written notice to do so, and such request shall not be construed as interference with the Service Supplier'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.


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 each third party service provider to 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 in the provision of Services to the Client.


8. Warranty

a) The Service Provider represents and warrants that it will perform the Services using reasonable care and skill for a Service Provider in their 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 right 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 time.

d) If the Service Provider fails to respond or remedy, replace, re-perform or correct the Services within a reasonable time, the Client may remedy, replace, reperform or correct the Services and, any damage arising from it, 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 at all relevant times during 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 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 in writing.


11. Limitation of liability

Except in cases of death or personal injury caused by either party's negligence, either 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 fees paid by the Client to the Service Provider.

12. Confidentiality

a) Each Party acknowledges that in the course of providing the Services under this Agreement, the Recipient may have access to, obtain or be provided with information of confidential and/proprietary nature for 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, code, artwork, 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 be 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 has arisen 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 of 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 either Party may be entitled to. Any provision or subpart of this Agreement which is meant to continue after termination or come into force at or after termination shall not be affected by this subpart.


15. Non-competition; Non-Solicitation

During the Term and for six months following the expiry of the Term, the Service Provider shall not solicit or accept any business with any client of the Client without the prior written consent of the Client. The Client may terminate this Agreement immediately upon breach of this provision.


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17. 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.


18. 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.


19. Assignment

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


20. Modification

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


21. 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.


22. 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.


23. Governing Law; Jurisdiction

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

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


24. 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, between the Parties.



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


________

By: _____________________________________
Name:
Title:



________

By: _____________________________________
Name:
Title:

See your document in progress

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").


The Client wishes to retain the Service Provider for the provision of certain professional services as set out below, and the Service Provider wishes to supply such services.

The Parties therefore agree 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 fashion to the complete satisfaction of the Client.

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

________

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) all persons employed or retained by the Service Provider (such persons, Service Providers, employees, subcontractors and agents, being the "workers") and assigned to perform and complete the Services have the requisite qualifications, knowledge, skill and ability to perform the Services;

IV) all workers assigned by the Service Provider to perform and complete the Services shall do so with professional skill and competence; and

V) the Service Provider shall keep the Client informed about the progress of the Services provided at reasonable internals 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 for anything 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 co-operate 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, the Service Provider may reasonably require.

4. Payment

a) The Client will pay the following fees to the Service Provider for the rendering of the 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 the 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 ________%, yearly (________ percent, yearly);

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.


5. Changes to Services


a) The Client reserves the right to make changes to the scope Services at any time during the performance of the Services, by written notice to the Service Provider.

b) The Service Provider may make a claim for adjustment within thirty (30) days of notification of the changes from the Client.


6. Workers; Replacement of workers

The Service Provider may use any employees that the Service Provider deems fit and capable in the provision of the Services to the Client.

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

b) The Service Provider further states that the Service Provider is responsible and liable for the Services of all the workers to the same extent that the Service Provider is 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 their compliance with its applicable terms.

c) 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 better skill upon written notice to do so, and such request shall not be construed as interference with the Service Supplier'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.


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 each third party service provider to 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 in the provision of Services to the Client.


8. Warranty

a) The Service Provider represents and warrants that it will perform the Services using reasonable care and skill for a Service Provider in their 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 right 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 time.

d) If the Service Provider fails to respond or remedy, replace, re-perform or correct the Services within a reasonable time, the Client may remedy, replace, reperform or correct the Services and, any damage arising from it, 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 at all relevant times during 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 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 in writing.


11. Limitation of liability

Except in cases of death or personal injury caused by either party's negligence, either 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 fees paid by the Client to the Service Provider.

12. Confidentiality

a) Each Party acknowledges that in the course of providing the Services under this Agreement, the Recipient may have access to, obtain or be provided with information of confidential and/proprietary nature for 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, code, artwork, 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 be 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 has arisen 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 of 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 either Party may be entitled to. Any provision or subpart of this Agreement which is meant to continue after termination or come into force at or after termination shall not be affected by this subpart.


15. Non-competition; Non-Solicitation

During the Term and for six months following the expiry of the Term, the Service Provider shall not solicit or accept any business with any client of the Client without the prior written consent of the Client. The Client may terminate this Agreement immediately upon breach of this provision.


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17. 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.


18. 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.


19. Assignment

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


20. Modification

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


21. 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.


22. 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.


23. Governing Law; Jurisdiction

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

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


24. 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, between the Parties.



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


________

By: _____________________________________
Name:
Title:



________

By: _____________________________________
Name:
Title: