Looking for an Ontario Independent Contractor | Consulting Agreement?  Well, you’ve come to the right place. While it’s not FREE, it’s a sweet deal!  For $97, you get a downloadable, simple to read, and easy to customize legal form.  The legal form is lawyer-prepared and can be opened in various software (e.g. wordperfect, word, text editor) because it comes in .doc, .rtf, and .wpd formats.  Best of all, this legal form comes with a FREE VIDEO GUIDE (watch an example of this legal form can be customized), a 10 page FREE WRITTEN GUIDE (read helpful information about this legal form) and ANOTHER 8 page FREE WRITTEN GUIDE (entitled “Is My Legal Form Valid and Enforceable?”).  ALL FOR $97 plus taxes…that’s a pretty sweet deal…so what are you waiting for?  FYI, if you came to me (or other lawyers for that matter) and asked me to prepare one of these agreements for you from scratch, you’d end up paying hundreds if not a few thousand dollars for the legal form and all the guidance of this one package!

written by admin \\ tags: canadian legal form, consulting agreement, free form, free independent contractor form, free website, independent consulting agreement, independent contractor, independent contractor agreement, lawyer, legal form, video guide, word text editor

Here comes Legal Form + Video Guide #18:

Independent Contractor Agreement (Client) – With Statement of Work

This Agreement can be used by a Client who wants to engage the services of an Independent Contractor (e.g. a consultant, a professional, a general worker, etc.) without creating an employment relationship. The “Client” means that this Independent Contractor Agreement favours the Client – for example, through notice, termination, standards of care, and restrictive covenants, etc. The “Statement of Work” means that there is a schedule in this particular Independent Contractor Agreement to describe the services (instead of writing everything out in the actual agreement, it’s included in a Schedule).  We also have an Independent Contractor Agreement without a Statement of Work. Here’s the sample Video Guide that comes with this Independent Contractor Agreement (Client) – With Statement of Work:

This information and this sample video guide is NOT legal advice and is provided for informational purposes only. If you need an Ontario lawyer, go to Dynamic Lawyers and make a post.

written by admin \\ tags: consulting agreement, contractor agreement, independent contractor agreement, ontario consulting agreement, ontario contractor agreement

OK, so while I’m preparing for the May 1st audition on CBC’s Dragon’s Den, I thought it would be a good idea to just update everyone on what we’re doing with the website.  First, we’re coming out with more legal forms + video guides.  We’ve received some great media attention since launching (Newtalk 1010, National Post blog, Lawyers Weekly, Goldhawk Live, Canadian Bar Association Bar Talk and more on the way…), but now we’ve got to hunker down and do 2 things: create more packages and tell people about ‘em.  So I’ve been working on a number of new packages which will be released in the coming days.

First, we’re putting out a new Independent Contractor Agreement (with Statement of Work included).  This differs slightly from the Independent Contractor Agreement that already exists because it includes a Schedule to address issues related to the services which the Independent Contractor will perform.  The Independent Contractor Agreement package which currently exists (no Statement of Work included) is almost the same thing, but a Client will include all the particulars about the Services within the contract itself and not in a Schedule.  I think that both are very good, but the one you use will depend on your business.  For example, if you’re a Client dealing with just 1 independent contractor and 1 job or project, then you may not need to have a separate schedule.  Just use the contract.  If, however, you’re dealing with many independent contractors and simply want to make minor changes to the contract itself and reserve the nuts and bolts to a Schedule, then use the Independent Contractor Agreement that comes with a Statement of Work form in the Schedule.  Both sell for $97 and come with a free video tutorial and 2 free written guides.  FYI, an Independent Contractor Agreement is often called a Master Service Agreement, Consulting Agreement, etc.

The next package we’ve almost got ready to go is an Employment Agreement with an indefinite term.  This is going to be very popular with Human Resource companies and others who want to hire people, not as independent contractors, but as employees.  The words “indefinite term” means that once the person gets hired, they will continue to be employed until they resign or get terminated.  This is probably a more popular way of doing employment agreements instead of having fixed terms because there are lots of problems if you don’t end the employment relationship on the date in the agreement.

The next few packages – which we hope to release sometime next week – are going to be VERY popular.  You guessed it: Ontario Cohabitation Agreements and Marriage Contracts (often referred to as Prenuptial Agreements).  These are somewhat complicated, but have no fear: we’ll be offering different versions of these agreements with enough guidance to walk you through it all.  There will be Ontario Cohabitation Agreements which SURVIVE marriage (the one we have released does not survive marriage) and which become Marriage Contracts.  We will have Ontario Cohabitation Agreements which also create financial obligations on the parties (the one we have released already avoids creating financial obligations concerning support and the division of property).  Finally, we will have Ontario Marriage Contracts (also referred to as Pre-nups) that deal with both no-financial and financial obligations as between the parties.  This is going to be very popular…

Finally, this weekend – weather permitting – I’ll be finishing up what I started last Saturday: the final parody video about the Ontario Reports.

Hopefully, all of these packages will be ready and released by next week and definitely before my May 1st audition on CBC’s Dragon’s Den

written by admin \\ tags: cbc dragon's den, cohabitation agreement, consulting agreement, contractor agreement, independent contractor, marriage contract, master service agreement, prenuptial agreement

Here comes Legal Form + Video Guide #3:

Independent Contractor Agreement (Client) – No Statement of Work

This Agreement can be used by a Client who wants to engage the services of an Independent Contractor (e.g. a consultant, a professional, a general worker, etc.) without creating an employment relationship.  The “Client” means that this Independent Contractor Agreement favours the Client – for example, through notice, termination, standards of care, and restrictive covenants, etc.  The “No Statement of Work” means that the services to be performed by the Independent Contractor are dealt with in the actual agreement and not in a Schedule (attached and incorporated into the agreement as a “Statement of Work”).   There will be different versions of this agreement which favour both the Client and the Independent Contractor and which may include Schedules.  Schedules aren’t absolutely necessary.  They’re just one way of having an agreement instead of writing things out in the actual agreement, you simply modify the Schedule.  Here’s the sample Video Guide that comes with this Independent Contractor Agreement (Client) – No Statement of Work:

Now, if you happen to be looking for an Independent Contractor | Consulting Agreement with a Statement of Work, then you’re in luck.  Just go here and scroll down and, voila!  The “Statement of Work” means that there is a schedule in this particular Independent Contractor Agreement to describe the services (instead of writing everything out in the actual agreement, it’s included in a Schedule).  Here’s the sample Video Guide that comes with this Independent Contractor Agreement (Client) – With Statement of Work:

Note: this information and these sample video guides are NOT legal advice and are provided for informational purposes only. If you need an Ontario lawyer, go to Dynamic Lawyers and make a post.

written by admin \\ tags: consulting agreement, contractor agreement, contractor template, customizable, independent contractor agreement, lawyer prepared, legal form, video guide

Please note that the information provided herein is not legal advice and is provided for informational and educational purposes only.   If you need legal advice with respect to becoming an independent contractor, you should seek professional assistance (e.g. make a post on Dynamic Lawyers).  We have Ontario business lawyers in this regard.  You can also contact me directly at michael@carabashlaw.com.

As a follow up to my last blog, in this blog, I’ll be discussing some of the basic terms you may find in a standard independent contractor agreement.

Relationship
This part is important. The parties are separate and independent. They’re not creating a partnership, joint venture, franchise or employment relationship. If they do end up creating one of these other relationships, the Client could be increasing its risk and liability when it comes to complying with legislation that governs those business relationships. The classic scenario involves an Independent Contractor being terminated and wanting what it is entitled to under the Employment Standards Act (Ontario), as amended. There are minimum notice and severance requirements under that Act which “employees” are entitled to. If the Independent Contractor claims them against the Client, the client will need to defend itself by showing that the relationship was not employee-employer but one of Client-Independent Contractor. This will be shown be looking at the relationship in all of the circumstances (e.g. how the work was done by the independent contractor, who owned the tools, how the contractor was paid, whether the contractor could earn more profit and risk losses, whether the contractor had multiple clients, etc). Remember: the test to determining whether a worker is an employee or independent contractor differs based on the legislative context ¬– e.g. Employment Standards, Workplace Safety, Income Tax, etc.

Payment
In this part, you’ll want to discuss what the independent contractor will get paid, how often, and whether the Client can validate the invoices before paying. You can also attach as a Schedule a draft form for the Contractor to use as an invoice. Alternatively, you can simple state that the invoice will be “in form and substance satisfactory to the Client”.

Materials and Equipment
Typically, the Independent Contractor is the one who owns the tools to perform the Services. Sometimes, tools may be provided by the Client, although this is more an indication that the relationship is one of the employee-employer instead of client-contractor. You may want to include language here that deals with the Client lending its tools temporarily to the Contractor and requiring the Contractor to be responsible for loss or damage to those tools.

Still more terms to discuss coming up in the next and final blog on this topic…

Remember, if you need a lawyer to review, draft, revise, negotiate or resolve a dispute concerning an independent contractor | consulting agreement, make a post on Dynamic Lawyers or contact me directly at michael@carabashlaw.com.

In case you’re a Client and looking to engage the services of an Independent Contractor in Ontario, look no further:

Independent Contractor Agreement (Client) – No Statement of Work

This Agreement can be used by a Client who wants to engage the services of an Independent Contractor (e.g. a consultant, a professional, a general worker, etc.) without creating an employment relationship. The “Client” means that this Independent Contractor Agreement favours the Client – for example, through notice, termination, standards of care, and restrictive covenants, etc. The “No Statement of Work” means that the services to be performed by the Independent Contractor are dealt with in the actual agreement and not in a Schedule (attached and incorporated into the agreement as a “Statement of Work”). There will be different versions of this agreement which favour both the Client and the Independent Contractor and which may include Schedules. Schedules aren’t absolutely necessary. They’re just one way of having an agreement instead of writing things out in the actual agreement, you simply modify the Schedule. Here’s the sample Video Guide that comes with this Independent Contractor Agreement (Client) – No Statement of Work:

Now, if you happen to be looking for an Independent Contractor | Consulting Agreement with a Statement of Work, then you’re in luck. Just go here and scroll down and, voila! The “Statement of Work” means that there is a schedule in this particular Independent Contractor Agreement to describe the services (instead of writing everything out in the actual agreement, it’s included in a Schedule). Here’s the sample Video Guide that comes with this Independent Contractor Agreement (Client) – With Statement of Work:

All of Dynamic Lawyers‘ legal forms are lawyer-prepared, simple to read, easy to customize, and only a fraction of the price a lawyer would charge. Also, each legal form comes with a FREE VIDEO GUIDE (watch a useful example of how this legal form can be customized), a FREE DL GUIDE (read helpful information about this legal form), and another FREE DL GUIDE that sheds valuable insight into how legal forms can be challenged. What are you waiting for? Best of all, if you DO need a lawyer and need some legal advice, simply make a post and get FREE quotes from Ontario lawyers focusing on the area of law you require!

Note: this information and these sample video guides are NOT legal advice and are provided for informational purposes only. If you need an Ontario lawyer, go to Dynamic Lawyers and make a post.

written by admin \\ tags: consulting agreement, contractor agreement, dispute, independent contractor, independent contractor agreement, independent contractor template, negotiate, payment

Please note that the information provided herein is not legal advice and is provided for informational and educational purposes only.   If you need legal advice with respect to becoming an independent contractor, you should seek professional assistance (e.g. make a post on Dynamic Lawyers).  We have Ontario business lawyers in this regard.  You can contact me directly at michael@carabashlaw.com.

As a follow up to my last blog, in this blog, I’ll be discussing some of the basic terms you may find in a standard independent contractor agreement.

Introductory Clause
Here, you’ll need to properly identify the parties (e.g. individuals, corporations, etc.) and date the agreement. The parties will be the “Client” (the party receiving and paying for the services) and the “Independent” “Contractor” (the party performing and being paid for the services). Identify the parties with utmost precision because if there are any mistakes here, you’ll be in a rough spot in case of a dispute. For example, the real person you may want to go after is in actuality not the person who signed the agreement!

Background
This part of the agreement includes information about the context and purpose of the agreement. It leads up to the actual body of the agreement. It’s important to identify here what business the Client is in and what services the Contractor will perform. These will ultimately become defined words – namely, the “Business” and the “Services” ¬– and used throughout the rest of the agreement. The Client will want to define its Business broadly to protect its interests (for example: by including a clause in the Agreement that ultimately prevents the Contractor from competing in the Business). Meanwhile, to limit its restrictions and liabilities, the Independent Contractor will want a narrow definition of the Business. There will definitely be some negotiating here! These things being said, the Services are typically described in a complete and accurate manner and can include both general and specific services. For example, this definition could say: “The Contractor offers professional graphic design services including, but not limited to, website layout design, logo design, photography, etc. (the “Services”)”.

Services
The main body of the agreement starts off with the Client agreeing to engage the Independent Contractor to perform the Services from time to time. Using the words “from time to time” means that the engagement just won’t happen when the agreement becomes effective (but could happen at any time during the Term of the Agreement). The Client will typically want those Services to be performed at certain standards ¬– for example, by a qualified, competent, and prudent worker engaged in the Business or according to the Client’s own internal rules, policies, and procedures. See how the defined term “Business” comes up here?

Without specifying these minimal standards, the Client may have a difficult time complaining about how the Services were performed later on. Sure, there may be negligence claims which can be raised above and beyond the agreement itself, but adding in provisions such as this can be IN ADDITION to negligence claims and can be more specific or comprehensive. This way, you’re not leaving it up to a judge to try to figure out how the Services were contemplated to be performed by the parties at the time they entered into the agreement.

In the next blog, I’ll finish up this discussion of independent contractor agreement terms…

Remember, if you need a lawyer to review, draft, revise, negotiate or resolve a dispute concerning an independent contractor | consulting agreement, make a post on Dynamic Lawyers or contact me directly at michael@carabashlaw.com.

In case you’re a Client and looking to engage the services of an Independent Contractor in Ontario, look no further:

Independent Contractor Agreement (Client) – No Statement of Work

This Agreement can be used by a Client who wants to engage the services of an Independent Contractor (e.g. a consultant, a professional, a general worker, etc.) without creating an employment relationship. The “Client” means that this Independent Contractor Agreement favours the Client – for example, through notice, termination, standards of care, and restrictive covenants, etc. The “No Statement of Work” means that the services to be performed by the Independent Contractor are dealt with in the actual agreement and not in a Schedule (attached and incorporated into the agreement as a “Statement of Work”). There will be different versions of this agreement which favour both the Client and the Independent Contractor and which may include Schedules. Schedules aren’t absolutely necessary. They’re just one way of having an agreement instead of writing things out in the actual agreement, you simply modify the Schedule. Here’s the sample Video Guide that comes with this Independent Contractor Agreement (Client) – No Statement of Work:

Now, if you happen to be looking for an Independent Contractor | Consulting Agreement with a Statement of Work, then you’re in luck. Just go here and scroll down and, voila! The “Statement of Work” means that there is a schedule in this particular Independent Contractor Agreement to describe the services (instead of writing everything out in the actual agreement, it’s included in a Schedule). Here’s the sample Video Guide that comes with this Independent Contractor Agreement (Client) – With Statement of Work:

All of Dynamic Lawyers‘ legal forms are lawyer-prepared, simple to read, easy to customize, and only a fraction of the price a lawyer would charge. Also, each legal form comes with a FREE VIDEO GUIDE (watch a useful example of how this legal form can be customized), a FREE DL GUIDE (read helpful information about this legal form), and another FREE DL GUIDE that sheds valuable insight into how legal forms can be challenged. What are you waiting for? Best of all, if you DO need a lawyer and need some legal advice, simply make a post and get FREE quotes from Ontario lawyers focusing on the area of law you require!

Note: this information and these sample video guides are NOT legal advice and are provided for informational purposes only. If you need an Ontario lawyer, go to Dynamic Lawyers and make a post.

written by admin \\ tags: consulting agreement, fight, independent contractor agreement, independent contractor agreement template, negotiate, resolve dispute

Please note that the information provided herein is not legal advice and is provided for informational and educational purposes only.   If you need legal advice with respect to becoming an independent contractor, you should seek professional assistance (e.g. make a post on Dynamic Lawyers).  We have Ontario business lawyers in this regard.  You can contact me directly at michael@carabashlaw.com.

In this blog, I’ll be discussing: who are independent contractors and when are independent contractor agreements used?

Who is an Independent Contractor?
An independent contractor is a person who carries on business as a separate business entity.  That business entity could be an individual, a sole proprietorship, a corporation, a partnership, a franchise, joint venture, etc.  It doesn’t really matter what legal structure the independent contractor takes.  What matters is the relationship between the independent contractor and his, her, or its client (i.e. the person paying the independent contractor for products or services).

Unlike an employee, an independent contractor performs the work if it wants to, how it wants to, when it wants to (you get the point).  That said, the independent contractor may agree to provide the services in accordance with the client’s rules, policies, procedures, etc. or in consultation with the client or another person.  There may also be other minimal standards imposed on how the services are to be performed.  An independent contractor generally has multiple clients and its relationship with those clients is (or at least should be) governed by a written agreement.  The independent contractor may itself hire other independent contractors or employees to perform the work (unless the agreement says otherwise).  Another big difference between an independent contractor and an employee is the lack of legislative protection the former has: no minimum wage, maximum hours, or minimum notice or severance requirements upon termination.  Indeed, an independent contractor is generally disengaged or terminated pursuant to the terms of the agreement.

When are Independent Contractor Agreements used?
Independent Contractor Agreements are used when the parties want to remain separate and specifically want to avoid creating an employment (or other) type of relationship. There are various reasons for this. For example, the independent contractor may want to remain independent because they:

• Run their own business.
• Have multiple clients.
• Decide when and how to do work.
• Want to deduct business expenses from their taxable income.
• Own their own tools and equipment.
• Want to be able to make more money.

For its part, the client will be able to avoid the hassle of withholding and remitting income taxes, employment insurance premiums, and Canada Pension Plan contributions on behalf of the independent contractor. These things should be reflected in the independent contractor agreement (as will liability in case the opposite holds true).

If the Independent Contractor is in reality an employee in Ontario, then the employer is required (among other things) to withhold and remit income tax payable by the employee, Employment Insurance premiums on the employee’s insurable earnings, and Canada Pension Plan contributions in respect of the employee’s pensionable employment earnings. The employer would also need to comply with the termination (minimum notice periods or pay in lieu of notice) and severance provisions in the Ontario Employment Standards Act. Finally, the employee will only be able to make certain limited deductions against their taxable income (e.g. travel, home office, etc.).

Overall, IT IS VERY IMPORTANT that the client and the independent contractor STRUCTURE THE REALITIES of their relationship to be that of client and independent contractor and NOT employer and employee. Simply making the contract look more like an independent contractor agreement instead of an employment agreement won’t do it. If there is ever a dispute about the nature of the relationship, tribunals, courts, and other triers of fact will look at the realities of the relationship – not just what’s written on paper.

Remember, if you need a lawyer to review, draft, revise, negotiate or resolve a dispute concerning an independent contractor | consulting agreement, make a post on Dynamic Lawyers or contact me directly at michael@carabashlaw.com.

In case you’re a Client and looking to engage the services of an Independent Contractor in Ontario, look no further:

Independent Contractor Agreement (Client) – No Satement of Work

This Agreement can be used by a Client who wants to engage the services of an Independent Contractor (e.g. a consultant, a professional, a general worker, etc.) without creating an employment relationship. The “Client” means that this Independent Contractor Agreement favours the Client – for example, through notice, termination, standards of care, and restrictive covenants, etc. The “No Statement of Work” means that the services to be performed by the Independent Contractor are dealt with in the actual agreement and not in a Schedule (attached and incorporated into the agreement as a “Statement of Work”). There will be different versions of this agreement which favour both the Client and the Independent Contractor and which may include Schedules. Schedules aren’t absolutely necessary. They’re just one way of having an agreement instead of writing things out in the actual agreement, you simply modify the Schedule. Here’s the sample Video Guide that comes with this Independent Contractor Agreement (Client) – No Statement of Work:

Now, if you happen to be looking for an Independent Contractor | Consulting Agreement with a Statement of Work, then you’re in luck. Just go here and scroll down and, voila! The “Statement of Work” means that there is a schedule in this particular Independent Contractor Agreement to describe the services (instead of writing everything out in the actual agreement, it’s included in a Schedule). Here’s the sample Video Guide that comes with this Independent Contractor Agreement (Client) – With Statement of Work:

All of Dynamic Lawyers‘ legal forms are lawyer-prepared, simple to read, easy to customize, and only a fraction of the price a lawyer would charge. Also, each legal form comes with a FREE VIDEO GUIDE (watch a useful example of how this legal form can be customized), a FREE DL GUIDE (read helpful information about this legal form), and another FREE DL GUIDE that sheds valuable insight into how legal forms can be challenged. What are you waiting for? Best of all, if you DO need a lawyer and need some legal advice, simply make a post and get FREE quotes from Ontario lawyers focusing on the area of law you require!

Note: this information and these sample video guides are NOT legal advice and are provided for informational purposes only. If you need an Ontario lawyer, go to Dynamic Lawyers and make a post.

written by admin \\ tags: consulting agreement, consulting agreement template, contractor agreement, independent contractor, independent contractor agreement template, independent contractor agreements

Please keep in mind that this is not legal advice.  The information provided herein is for educational purposes only. If you would like to get in touch with a lawyer to help you draft, interpret, negotiate or resolve a dispute about independent contractor/consulting agreements, then you are encouraged to seek a professional (e.g. make a post on Dynamic Lawyers).  We have Toronto and Ottawa lawyers who can assist you in this regard.

In this blog, I’ll be discussing a basic structure one could use to put together an independent contractor/consulting agreement.

Parties
Typically, at the beginning of the contract you’ll need to properly identify the parties (e.g. individuals, corporations, etc.).  You should make sure that this is done with utmost precision (i.e. hire a lawyer!) because if there are any mistakes here, you’ll be done for in case of a dispute.

Effective Date
You should also mention when the independent contractor/consulting agreement is being entered into.

Recitals
This is the background leading up to the terms and conditions of the independent contractor/consulting agreement.  Recitals are part of the agreement and you can include wording in the General Terms (at the end of the agreement) to reflect this.  So in this part, you’ll want to include something saying that the parties wish to contract for X and do so on the following terms and conditions.

Agreement – Basics
After the recitals, I like to include provisions which make it clear that the parties acknowledge that the recitals are fair, true and complete and that this agreement supersedes and replaces all other prior agreements of the same nature.

Terms of Engagement
Here, you’ll want to include provisions about the scope of engagement (i.e. what the client is hiring the independent contractor to do), the character of the relationship (i.e. independent contractor/consultant and not employer; you’ll also want to discuss liability for income tax and other withholdings and remittances), and equipment (e.g. the independent contractor/consulting is responsible for supplying and maintaining).

Term and Termination
You’ll also want to discuss the term and method of terminating the agreement.  In the latter, you’ll typically find the concept of Just Cause (e.g. which could include serious misconduct or breach of the independent contractor/consulting agreement), which a client can raise to terminate the independent contractor at any time.  You’ll also find termination provisions dealing with a party unilaterally ending the contract by simply providing notice, the contract ending because of a breach of a confidentiality provision, or the contract ending because the independent contractor has died, become insolvent/bankrupt, or has attempted to illegally assign its interest in the contract to a third party.

Remuneration
In this part, you’ll want to discuss what the independent contractor/consultant will get paid, how often, how that can be adjusted, etc.  You’ll also want to, once again, discuss the implication of withholdings and taxes (i.e. who is responsible).

Representations and Warranties
Here, you’ll want to put provisions in place to try to ensure that the independent contractor/consultant is the right person for your needs.  You could include a standard of care provision (e.g. the independent contractor will perform the services equivalent to a qualified, competent, and prudent professional, etc.), a qualifications requirement, and a requirement that the independent contractor/consultant comply with company policies and standards.  You could also include a provision whereby the independent contractor/consultant states that there are no known proceedings or investigations against him or her that could result in their losing their qualifications and that there are no restricting arrangements in place that would prevent the independent contractor from executing or properly performing the agreement.

Confidentiality and Non-Disclosure
Here, you’ll want to include provisions dealing with confidential information.  You’ll need to define it (also, this includes a section of what confidential information is NOT).  You’ll need to place restrictions on the independent contractor/consultant regarding it (e.g. non-disclosure, protection, non-use, etc.).  You might also find provisions here dealing with the return and/or destruction of confidential information upon the client giving notice to the independent contractor/consultant.

Proprietary Rights
This section of the agreement deals with who owns proprietary rights and enhancements to those proprietary rights during the course of the engagement.  Make sure you get a lawyer to help you understand and draft these provisions (VERY IMPORTANT!).

Indemnification and Limitation of Liability
You should spell out in this section that the independent contractor/consultant will indemnify the client for the client’s failure to deduct expenses or contribute payments (e.g. employment insurance, Canada Pension Plan) on behalf of the independent contractor.  With respect to the limitation of liability, this is a great provision to have in place that says, in capital letters, that the independent contractor agrees that the client will not be responsible for special, indirect, exemplary, punitive or consequential damages and then list out some types of damages for which the client will not be responsible (e.g. lost profit or revenue, loss of property, loss of business reputation, etc.).  Notwithstanding all of this, you’ll want to include provisions saying that the client’s cumulative liability for breach of contract, commission of a tort, strict liability, negligence, or otherwise is $XXX.

General Terms
Here, you’ll find terms dealing with things like (but not limited to):

• Notice (how do the parties give notice under the agreement for things like termination).
• Assignment (e.g. is this to be done by the parties having to consent in writing?)
• Survival of terms (i.e. if a term is found by a court to be void, should the rest of the agreement survive?)
• Governing Law (which jurisdiction governs the interpretation and enforcement of the agreement?)
• Amendment (how is this to be done?)
• Entire Agreement (i.e. this agreement supersedes all other agreements – whether oral or written – relating to the same subject matters in the agreement)
• Waiver.
• Interpretation
• Independent Legal Advice
• Currency.

Please keep in mind that there are many other kinds of terms and conditions you can find in the general terms section of this agreement.  You should consult with a lawyer to address these general terms.

Execution
The final section of the agreement (other than any schedules or exhibits) requires that the parties, or duly authorized representatives of the parties with the power to bind, execute the agreement.  It is sometimes a requirement that witnesses be present and sign their names alongside the parties’.

In case you’re a Client and looking to engage the services of an Independent Contractor in Ontario, look no further:

Independent Contractor Agreement (Client) – No Statement of Work

This Agreement can be used by a Client who wants to engage the services of an Independent Contractor (e.g. a consultant, a professional, a general worker, etc.) without creating an employment relationship. The “Client” means that this Independent Contractor Agreement favours the Client – for example, through notice, termination, standards of care, and restrictive covenants, etc. The “No Statement of Work” means that the services to be performed by the Independent Contractor are dealt with in the actual agreement and not in a Schedule (attached and incorporated into the agreement as a “Statement of Work”). There will be different versions of this agreement which favour both the Client and the Independent Contractor and which may include Schedules. Schedules aren’t absolutely necessary. They’re just one way of having an agreement instead of writing things out in the actual agreement, you simply modify the Schedule. Here’s the sample Video Guide that comes with this Independent Contractor Agreement (Client) – No Statement of Work:

Now, if you happen to be looking for an Independent Contractor | Consulting Agreement with a Statement of Work, then you’re in luck. Just go here and scroll down and, voila! The “Statement of Work” means that there is a schedule in this particular Independent Contractor Agreement to describe the services (instead of writing everything out in the actual agreement, it’s included in a Schedule). Here’s the sample Video Guide that comes with this Independent Contractor Agreement (Client) – With Statement of Work:

All of Dynamic Lawyers‘ legal forms are lawyer-prepared, simple to read, easy to customize, and only a fraction of the price a lawyer would charge. Also, each legal form comes with a FREE VIDEO GUIDE (watch a useful example of how this legal form can be customized), a FREE DL GUIDE (read helpful information about this legal form), and another FREE DL GUIDE that sheds valuable insight into how legal forms can be challenged. What are you waiting for? Best of all, if you DO need a lawyer and need some legal advice, simply make a post and get FREE quotes from Ontario lawyers focusing on the area of law you require!

Note: this information and these sample video guides are NOT legal advice and are provided for informational purposes only. If you need an Ontario lawyer, go to Dynamic Lawyers and make a post.

written by admin \\ tags: consulting agreement, consulting agreements, independent consulting agreement template, independent contractor, independent contractor agreement template, toronto lawyers

Please keep in mind that this is not legal advice.  The information provided herein is for educational purposes only. If you would like to get in touch with a lawyer to help you draft, interpret, negotiate or resolve a dispute about independent contractor/consulting agreements, then you are encouraged to seek a professional (e.g. make a post on Dynamic Lawyers).

Independent Contractor/Consulting Agreements are used by Ontario clients where they do not want to create an employment relationship with the independent contractor.  There are various reasons for this, such as:

• The independent contractor/consultant ["IC"] has his or her own business.
• The IC charges his or her own GST and remits it to the government.
• The IC pays its own taxes and can deduct business expenses from his or her taxable income.
• The IC owns his or her own tools and equipment.
• The IC is not economically dependent on one particular client.
• The IC has the ability to make more money by having more clients/customers.
• The IC risks losing money by not being guaranteed a salary or wages.
• The IC has control over obtaining, doing, and delivering the work.
• The IC’s relationship with the party contracting for his or her services can be terminated according to the service agreement.

For the client, this means that they do not have to withhold and remit income tax source deductions or pay employment insurance or Canada Pension Plan premiums on behalf of the IC.  These things will, no doubt be reflected in the independent contractor/consulting agreement (as will liability in case the opposite holds true).

If the IC is in actuality an employee in Ontario, then the following rules apply:

• The employer is required to withhold and remit income tax payable by the employee.
• The employer is required to withhold and remit employment insurance on the employee’s insurable earnings.
• The employer is reuqired to withhold and remit the employee’s Canada Pension Plan contribution in respect of his or her pensionable employment earnings.
• The employer is required to abide by the termination (notice or pay in lieu of notice) and severance provisions in the Ontario Employment Standards Act.
• The employee will only be able to make certain limited deductions against their taxable income (e.g. travel, home office, etc.).

There are many, many more obligations imposed on the employer in various legal contexts which will be discussed in other blogs.

Given these things, IT IS VERY IMPORTANT that the client and the IC structure the realities of their relationship to be that of client and IC and NOT employer and employee (assuming that is the intention).  That’s right: I wrote “structure”.  Simply making the contract look more like an independent contractor/consulting agreement instead of an employment agreement won’t do it.  If there is ever a dispute about the nature of the relationship, then tribunals, courts, and other triers of fact will look at the realities of the relationship – not just what’s written on paper.

In case you’re a Client and looking to engage the services of an Independent Contractor in Ontario, look no further:

Independent Contractor Agreement (Client) – No Statement of Work

This Agreement can be used by a Client who wants to engage the services of an Independent Contractor (e.g. a consultant, a professional, a general worker, etc.) without creating an employment relationship. The “Client” means that this Independent Contractor Agreement favours the Client – for example, through notice, termination, standards of care, and restrictive covenants, etc. The “No Statement of Work” means that the services to be performed by the Independent Contractor are dealt with in the actual agreement and not in a Schedule (attached and incorporated into the agreement as a “Statement of Work”). There will be different versions of this agreement which favour both the Client and the Independent Contractor and which may include Schedules. Schedules aren’t absolutely necessary. They’re just one way of having an agreement instead of writing things out in the actual agreement, you simply modify the Schedule. Here’s the sample Video Guide that comes with this Independent Contractor Agreement (Client) – No Statement of Work:

Now, if you happen to be looking for an Independent Contractor | Consulting Agreement with a Statement of Work, then you’re in luck. Just go here and scroll down and, voila! The “Statement of Work” means that there is a schedule in this particular Independent Contractor Agreement to describe the services (instead of writing everything out in the actual agreement, it’s included in a Schedule). Here’s the sample Video Guide that comes with this Independent Contractor Agreement (Client) – With Statement of Work:

All of Dynamic Lawyers‘ legal forms are lawyer-prepared, simple to read, easy to customize, and only a fraction of the price a lawyer would charge. Also, each legal form comes with a FREE VIDEO GUIDE (watch a useful example of how this legal form can be customized), a FREE DL GUIDE (read helpful information about this legal form), and another FREE DL GUIDE that sheds valuable insight into how legal forms can be challenged. What are you waiting for? Best of all, if you DO need a lawyer and need some legal advice, simply make a post and get FREE quotes from Ontario lawyers focusing on the area of law you require!

Note: this information and these sample video guides are NOT legal advice and are provided for informational purposes only. If you need an Ontario lawyer, go to Dynamic Lawyers and make a post.

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