THIS MASTER SUBCONTRACTOR AGREEMENT made and dated effective ("Effective Date").
BETWEEN:
DENTAL WORX LTD.
(the "Agency")
- and -
___________________________
(the "Subcontractor")
WHEREAS: The Agency provides professional dental hygiene staffing and subcontracting services and desires to engage the Subcontractor to provide sub-contracted professional dental hygiene services to professional dental clients of the Agency (the "Services"); and
The Subcontractor is a registered dental hygienist, licensed to provide dental hygiene services to patients in the Province of (circle one) BC, AB, Sask, MB, ON, QC, NB, NFL, and has agreed to provide the Services on an independent subcontractor basis pursuant to this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the Parties agree as follows:
In this Agreement, words defined herein shall have the meanings as set out in Schedule "A."
The following schedules form part of this Agreement:
Should any term be held invalid or unenforceable, the remaining provisions shall continue in full force.
The Agency engages the Subcontractor as an independent contractor to perform the Services described herein.
This Agreement shall commence on the Effective Date and continue until terminated as provided herein.
The Subcontractor shall perform the Services in a timely, professional, and workmanlike manner in compliance with applicable laws.
The Agency may request Services by issuing a Work Order specifying scope, Consideration, and other relevant terms.
The execution of this Agreement does not obligate the Agency to provide continuous work or solicit Services from the Subcontractor.
The Subcontractor shall comply with all Customer Contracts, including meeting industry standards and maintaining required records.
The Subcontractor agrees to follow any policies imposed by the Agency or Customer, or to notify the Agency if unable to comply.
The Subcontractor shall obtain and maintain all necessary permits and licenses and abide by applicable laws.
The Subcontractor may engage in supplemental work for third parties provided it does not conflict with the obligations under this Agreement.
Upon completion of the Services, the Subcontractor shall submit a Subcontractor Invoice as directed by the Agency.
Payment to the Subcontractor is contingent upon the Agency's receipt of payment from the Customer.
Upon receipt of payment for a Customer Invoice, the Agency shall pay the Subcontractor within thirty (30) days.
This Agreement may be terminated:
Upon termination, the Subcontractor shall immediately cease providing the Services unless otherwise agreed in writing.
Termination does not relieve either Party of obligations incurred prior to termination.
The Subcontractor must submit a final statement of hours worked within thirty (30) days of termination for any outstanding payment.
The Subcontractor is engaged as an independent contractor and is not an employee of the Agency. This Agreement does not create a partnership or joint venture.
The Subcontractor is encouraged to perform Services through a corporation, and the Agency may give preference to such arrangements.
The Agency shall not be liable for any taxes, levies, or other charges imposed on the Subcontractor.
The Subcontractor is solely responsible for all tax obligations, including any required deductions or filings.
The Subcontractor shall, at its own expense, maintain malpractice insurance with a minimum coverage of two million dollars ($2,000,000) per occurrence and provide proof of such coverage upon request.
"Confidential Information" includes all trade secrets, proprietary information, financial data, and other sensitive information relating to the Agency or the Customer, whether disclosed in writing, orally, or by other means.
The Subcontractor shall maintain the confidentiality of all such information and use it solely for the purpose of performing the Services.
The obligations set forth in this Article shall survive the termination of this Agreement.
For the duration of this Agreement and for two (2) years thereafter, the Subcontractor shall not directly or indirectly solicit any Customer, patient, or employee of the Agency or Customer.
The Subcontractor acknowledges that these restrictions are reasonable in both scope and duration.
A breach of these covenants may result in irreparable harm, entitling the Agency to seek injunctive relief in addition to other remedies.
The restrictive covenants shall survive termination of this Agreement.
The Subcontractor shall indemnify and hold harmless the Agency from any losses, claims, damages, liabilities, or expenses arising from the performance of the Services, any breach of this Agreement, or negligent conduct.
The indemnity obligations set forth herein shall survive termination of this Agreement.
The Subcontractor shall not assign this Agreement except as permitted herein. The Agency may assign this Agreement without the consent of the Subcontractor.
This Agreement constitutes the entire agreement between the Parties and supersedes all prior understandings.
All notices required under this Agreement shall be in writing and delivered as set forth in Schedule "B."
Time is of the essence in the performance of this Agreement.
This Agreement is intended solely for the benefit of the Parties and is not enforceable by any third party.
The Parties agree to execute any additional documents necessary to effectuate the intent of this Agreement.
No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.
The provisions of this Article shall survive termination of this Agreement.
This Agreement shall be binding on, and inure to the benefit of, the Parties and their respective successors and assigns.
This Agreement shall be governed by the laws of the Province of Alberta and Canada.
The Parties submit to the exclusive jurisdiction of the courts of Alberta.
In the event of any ambiguity, this Agreement shall not be interpreted against the drafting Party.
In any legal action related to this Agreement, the prevailing Party shall be entitled to recover its legal fees.
All remedies provided in this Agreement are cumulative and non-exclusive.
The Agency may set off any amounts owed to it by the Subcontractor against amounts payable under this Agreement.
This Agreement may be executed in counterparts, and facsimile or electronic signatures shall be deemed valid.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
DENTAL WORX LTD.
Per: ___________________________
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In and for the purpose of this Agreement: