This contract (the “Agreement”) is entered into by and between the below named parties (the “Parties”).
Client (the "Client")
Contractor (the "Contractor")
Operating as "Catching Fireflies Sleep Solutions"
Donalda, AB, CA
(the Client and the Contractor collectively hereinafter referred to as "the Parties")
Contractor agrees to perform services as described in Attachment A (the “Services”) and Client agrees to pay Contractor as described in Attachment A.
Attachment A: Services
Support type: 2 WEEKS OF CHECK IN SUPPORT for each child.
30 minute ZOOM call.
Check in support starting from an agreed upon date chosen during the call. Ending 2 weeks after the agreed upon start date for each child. 4 Check ins for each happening after Night 1, 4, 8, and 12.
A. The Contractor wishes to provide certain "sleep consultation" services as set out herein.
B. The Client wishes to contract with the Contractor for the provision of the said services, on terms as set out hereunder.
NOW, THEREFORE in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
The Contractor agrees to provide to the Client and the Client agrees to hire the Contractor to provide certain services ("the Services") on specific terms as set out at Schedule "A".
2. Billing and Payment
Payment is due once a month and will be automatically processed once a month until paid in full. 3 payments of $217. Acceptance of any payment hereunder shall not operate as a waiver by the Contractor of any rights to any remedies available under this Agreement. All payment obligations are non-cancelable and fees paid are non-refundable due to the nature of this service. Failure to make future payments will result in the contractor sending your file to collections.
3. Client-Contractor Relationship
The Client and Contractor acknowledge and agree that the best work is derived from great relationships. Honesty, respect and gratitude are the keys to a great relationship and the Parties agree to treat one another with these values at all times. The Client and the Contractor further agree to make all efforts to develop a relationship of mutual respect and trust.
The Client agrees to cooperate and to provide the Contractor with everything needed to complete the Services as, when and in the format requested by the Contractor. The Contractor warrants that the Contractor has the experience and ability to provide the Services in a professional and timely manner. The Contractor shall further endeavor to meet every deadline set and to meet expectations for Services to the best of the Contractor's abilities.
4. Authority to Contract
With specific acknowledgement that the services relate the Contractor's provision of the Services around assistance with children under the age of majority in Alberta, the undersigned Client expressly represents and warrants to the Contractor that the Client has the authority to enter into this Agreement in respect of any children related to the Services.
The Contractor makes the following warranties to the Client:
(i) the Services will be performed in a professional and workmanlike manner and that none of the Services or any part of this Agreement is or will be inconsistent with any obligation the Contractor may have to others;
(ii) none of the Services or inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, the Contractor);
(iii) The Contractor has the full right to provide the Client with the assignments and rights provided for herein;
(iv) The Contractor shall comply with all applicable laws in the course of performing the Services; and
(v) if The Contractor’s work requires a license, the Contractor has obtained that license and the license is in full force and effect.
6. Limitation of Warranty
EXCEPT AS EXPLICITLY SET FORTH HEREIN, THE CONTRACTOR DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, COMPLETENESS OR RESULTS TO BE DERIVED FROM THE WORK. EXCEPT AS SET FORTH HEREIN, ALL DELIVERABLES ARE DELIVERED ON AN “AS-IS” BASIS.
7. Confidentiality & Non-Disclosure
Each party shall maintain, in the strictest confidence, all Confidential Information (as defined in the next sentence) of the other party. “Confidential Information” means: all (i) non-public information (at the time of disclosure) disclosed by one party to the other party under this Agreement, provided such information is marked or indicated by the disclosing party to be confidential; (ii) and any information which ought reasonably be considered confidential with regard to the circumstances surrounding disclosure, whether or not such information is marked “Confidential”.
In the event a party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such party shall, to the maximum extent permitted by law or opinion of counsel, provide the other party with prompt notice prior to any disclosure so that the party or its the Client may seek other legal remedies to maintain the confidentiality of such Confidential Information.
Each party receiving Confidential Information shall be responsible for any breach of this provision that is caused by any of its employees, affiliates, representatives or agents and such party agrees to indemnify and hold harmless the other party from and against any liabilities, claims, damages, losses, costs and expenses resulting, directly or indirectly, from any breach by a party, or any of its employees or independent the Contractors, of any provision of this Agreement. The obligations of this Section shall survive termination of this Agreement for a period of 3 years.
8. Ownership and Licenses
The Contractor agrees that the deliverables and materials developed pursuant to this Agreement (including, without limitation, all presentations, writings, ideas, concepts, designs, text, plans, and other materials that the Contractor conceives and develops pursuant to this Agreement, including all materials incorporated therein whether such materials were conceived or created by the Contractor individually or jointly, on or off the premises of the Client, or during or after working time) shall be shall be owned by the Contractor. Without limiting the foregoing, the Client specifically acknowledges and agrees the sleep plan is unique work of the Contractor and shall not be sold, shared, or distributed to any party except to the client for the purpose of the Contractor providing the Services to the Client.
9. Relationship of Parties
Nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture, agency, or employment relationship between the Contractor and the Client. The Parties agree that the Contractor is, and at all times during this Agreement shall remain, an independent contractor.
10. Term & Termination
Either Party may terminate this Agreement at any time, with or without cause, upon 7 days written notice.
Either Party may also at any time terminate the Agreement immediately if: (i) the other party commits a breach of this Agreement and such party does not cure a breach within 5 days of written notice from the non-breaching party of such breach.
If this Agreement is terminated earlier by the Client without cause, the Client agrees to pay the Contractor any and all sums which are due and payable for: (i) services provided as of the date of termination; and (ii) expenses already incurred, including those from documented non-cancelable commitments. The Contractor agrees to use the best efforts to minimize such costs and expenses.
Termination for any reason shall not affect the rights granted to the Client by The Contractor hereunder. Upon termination, the Client shall pay to the Contractor all undisputed amounts due and payable. If upon termination the Client has not paid undisputed fees owed for the material, deliverables or Services provided by The Contractor as of the date of termination, the Client agrees not to use any such material or the product of such Service, until the Client has paid the Contractor in full. Any provisions or clause in this Contract that, by its language or context, implies its survival shall survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary in this Agreement, the Contractor shall retain a perfected security interest in the deliverable or material until the Client has made payment in full for all undisputed amounts as of the termination date. The Contractor hereby agrees to release and waive its security interest in the deliverable and material upon receipt of full payment for all undisputed amounts.
Any material changes to the Services, including work to be performed and related fees must be agreed to in writing by the Parties.
12. Indemnity and Limitation of Liability
The Contractor agrees to indemnify, defend and hold harmless the Client from any and all claims, actions, damages, and liabilities (excluding, without limitation, attorneys’ fees, costs and expenses) arising (i) through the Contractor’s gross negligence ; (ii) out of any claim that the materials or deliverables, or any portion thereof, in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of the Contractor’s representations, warranties or agreements herein.
The Client agrees to indemnify, defend and hold harmless the Contractor from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner caused by the Client’s (i) negligence; (ii) out of any claim that the Client provided content, or any portion thereof in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of the Client’s representations, warranties or agreements herein.
The Client specifically acknowledges the Contractor is not a medical practitioner and hereby expressly releases the Contractor from any liability in the event of adverse medical events experienced by the Client or any person related to the Services.
If the Client is another service provider and the Client is a sub-contractor of the Client, the Client expressly indemnifies the Contractor to the fullest extent possible in respect of any loss, damage, claim, and liability in respect of the Services, without limitation.
TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, THE CONTRACTOR SHALL NOT BE LIABLE TO THE CLIENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFIT, LOSS OF BUSINESS OR THE LIKE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE CONTRACTOR’S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF THE CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, THE CONTRACTOR’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY THE CLIENT TO THE CONTRACTOR UNDER THIS AGREEMENT.
13. Right to Authorship Credit
Both Parties agree that when asked, The Client must properly identify The Contractor as the creator of the deliverables. The Client does not have a proactive duty to display The Contractor’s name together with the deliverables, but The Client may not seek to mislead others that the deliverables were created by anyone other than The Contractor.
The Client hereby agrees The Contractor may use the work product as part of The Contractor's portfolio and websites, galleries and other media solely for the purpose of showcasing The Contractor's work but not for any other purpose.
The Contractor will not publish any confidential or non-public work without The Client’s prior written consent.
14. Governing Law and Dispute Resolution
This Agreement and any dispute arising hereunder shall be governed by the laws Alberta. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the courts located Alberta.
The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
15. Force Majeure
No failure or omission by a party in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if such failure or omission shall arise from any cause or causes beyond the reasonable control of such party which cannot be overcome through that party’s reasonable diligence, e.g., strikes, riots, war, acts of terrorism, acts of God, severe illness, invasion, fire, explosion, floods and acts of government or governmental agencies or instrumentalities.
Any notices to either Party made pursuant to this Agreement shall be made and sent (i) mail to the other Party’s address on file; (ii) or via e-mail to the other Party’s designated representative. Each Party shall have an independent obligation to provide and update, as necessary, the mail and e-mail address on file for such notices. Notices sent by e-mail shall be deemed effective once sent if no error or “bounce back” has been received within twenty-four (24) hours of submission.
17. Appropriate Conduct
The Client and The Contractor will seek to maintain a professional relationship that is free from harassment of any kind and from any other offensive or disrespectful conduct. If at any time during the term of this Agreement the Contractor believes that he/she has been subjected to harassing behavior on the part of the Client or the Client’s staff, the Contractor will notify the Client immediately and demand that appropriate actions will be taken to correct the matter. In the event that the reported behavior continues following the Contractor’s second notice, such behavior will constitute a breach of this Agreement and entitle the Contractor to terminate this Agreement in accordance with the Agreement’s Term and Termination Clause, and be paid in full for the ordered project or for the planned monthly service hours, as applicable, without limiting any other right or remedy available to The Contractor by law.
The section and subsection headings used in this Agreement are for convenience only and will not be used in interpreting this Agreement. Both parties have had the opportunity to review this Agreement and neither party will be deemed the drafter of this Agreement for the purposes of interpreting any ambiguity in this Agreement. The parties agree that this Agreement may be signed by manual or facsimile signatures and in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. In the event that any provision of this Agreement will be determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that this Agreement will otherwise remain in full force and effect and enforceable.
19. Entire Contract
This Agreement and all attachments hereto, supersedes any previous arrangements, oral or written, and may not be modified in any respect except by a future written agreement signed by both Parties.
The CLIENT's click on the box and submitting payment indicates compliance with the above requests, and understanding of the services to be provided.
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