THIS ENGAGEMENT AGREEMENT Known as (the “Waiver”) is entered into effect:
On the Month, Day, Year the agreement was accepted online through our client registration
Between FAIR MARKET AGENCY, a corporation incorporated under the laws of EDMONTON
ALBERTA CANADA, having its principal office at 7904 Gateway blvd Edmonton AB. T6E 6C3
Known as (the “Company”),
and the “General Customer”.
Known as (the “Client”).
WHEREAS, The Client is interested in receiving the Services of the Company and the
Company, pursuant to such foregoing warrants and representations, is interested in delivering
consulting Services to the Client, all subject to and in accordance with the terms set forth herein.
NOW THEREFORE, in consideration of the mutual premises, covenants and understandings
contained herein, the parties agree as follows:
- Representations and Warranties. The Company represents and warrants to the Client that: (i)
there are no contracts and/or restrictive covenants preventing full performance of her/his duties
and obligations under this Agreement; and (ii) she/he has the requisite qualifications, knowledge
and experience to perform the obligations under this Agreement.
- The Engagement. The Company shall provide the Client with the services set forth in the
document attached hereto as Exhibit A (the “Services”). The Services shall be provided by the
The Company, in person or online, in the scope of the work to be rendered to a client. The
nature and scope of the Services may be updated and adjusted from time to time, upon a
mutual written consent by the parties. The Client shall communicate directly to the Company.
- Referral. In consideration for the Company referral Services, the The Client shall not pay any
compensation referral percentage and furthermore to understand any compensation of services
will be paid directly from the professional in accordance with “The Agreement” between the
Company and the Professional Exhibit B (the “Consideration”).
- General Customer; Client. The parties understand and agree that the Client is a customer
and there are and shall not be employer-employee relationship between the parties. The Client
recognizes that she/he shall have sole responsibility for decisions related to the services of the
Company in consideration for the Consulting and Referral Services.
- Duties of The Client. The Client hereby affirms and undertakes that, during the hours of
accepting the consulting services from the company, she/he shall: (a) devote her/his time, and
best efforts of understanding, to the services and affairs of the Company and to the acceptance
of her/his acknowledgement with the Company within the framework of specific information to
her/him from time to time, by mutual agreement between herself/himself and the Company; (b)
perform and discharge well and faithfully, with devotion, honesty and fidelity, her/his obligations
as set forth herein; (c) comply with all of Company’s disciplinary regulations, work rules,
policies, procedures and objectives, as may be determined by Company from time to time, and
as notified to her/him by the Company; (d) immediately and without delay, inform the Company
of any affairs and/or matters that might constitute a conflict of interest with her/his services
rendered from the Company; and (e) not use any trade secrets or proprietary information in
such a manner that may breach any confidentiality and/or other obligation the Client may have
undertaken relating to any former employer(s) and/or any third party.
- Proprietary Information and Confidentiality.
6.1. The Client is aware that in the course of her/his engagement with the Company and/or in
connection therewith, The Client may have access to, and be entrusted with, technical,
proprietary, sales, legal, financial, and other data and information with respect to the affairs and
business of the Company, its affiliates, customers and suppliers, and including information
received by the Company from any third party subject to obligations of confidentiality towards
said third party, all of which data and information, whether documentary, written, oral or
computer generated, shall be deemed to be, and referred to as “Proprietary Information”, which,
by way of illustration but not limitation, shall include trade and business secrets, processes,
patents, improvements, ideas, inventions (whether reduced to practice or not), techniques,
products, and technologies (actual or planned), financial statements, marketing plans,
strategies, forecasts, customer and/or supplier lists and/or relations, research and development
activities, formula, data, know-how, designs, discoveries, models, computer hardware and
software and any and all documentation relating thereto, drawings, dealings and transactions,
except for such information which, on the date of disclosure, is, or thereafter becomes, available
in the public domain or is generally known in the industry through no fault on the part of the The
6.2. The Client agrees and declares that all Proprietary Information, patents and/or patent
applications, copyrights and other intellectual property rights in connection therewith, are and
shall remain the sole property of the Company and its assigns. During the Term and upon its
expiration thereafter, The Client shall keep in confidence and trust all Proprietary Information,
and any part thereof, and will not use or disclose and/or make available, directly or indirectly, to
any third party any Proprietary Information without the prior written consent of the Company,
except and to the extent as may be necessary in the ordinary course of performing the Clients
duties pertaining to the Company and except and to the extent as may be required under any
applicable law, regulation, judicial decision or determination of any governmental entity.
6.3. Without derogating from the generality of the foregoing, the Client agrees: (a) not to copy,
transmit, reproduce, summarize, quote, publish and/or make any commercial or other use
whatsoever of the Proprietary Information, or any part thereof, without the prior written consent
of the Company, except as may be necessary in the performance of her/his services pertaining
to the Company; (b) to exercise the highest degree of care in safeguarding the Proprietary
Information against loss, theft or other inadvertent disclosure and to take all reasonable steps
necessary to ensure the maintaining of confidentiality; (c) upon a request by the Company to do
so, the Client shall immediately deliver to the Company or destroy all Proprietary Information
and any and all copies thereof, in whatever form, that had been furnished to the Client l,
prepared thereby and/or came to her/his possession in any manner whatsoever, during and in
the course of her/his engagement with the Company, and shall not retain and/or make copies
thereof in whatever form.
6.4. The Client acknowledges that any breach of her/his obligations pursuant to this Section 6
would cause the Company substantial damage for which the Company shall hold them liable.
The provisions of this Section 6 shall survive termination of this Agreement and shall remain in
full force and effect for a period of 3 years thereafter.
- Non-Competition and Non-Solicitation. The Client hereby covenants that throughout her/his
engagement with the Company and for a period of 12 months thereafter, she/he shall not: (a)
engage, directly or indirectly, whether independently or as an client, consultant or otherwise,
through any corporate body and/or with or through others, in any activity, company, corporation,
partnership, joint venture and/or other entity of any sort, competing directly with the actual and/
or planned activities and/or products of the Company and its affiliates, as same have existed
and shall exist from time to time during the Clients engagement with the Company; and (b)
whether on her/his own account and/or on behalf of others, in any way solicit, interfere with and/
or endeavour to entice away from the Company and/or any of its affiliates, any person, firm or
company with whom the Company and/or any of its affiliates shall have any contractual and/or
commercial relationship as an employee, consultant, licenser, joint venturer, supplier, customer,
distributor, agent or contractor of whatsoever nature, existing or under negotiation on or prior to
the effective date of termination of Clients engagement with the Company.
- Inventions. The Client agrees to promptly and from time to time fully inform and disclose to
the Company all inventions, designs, improvements, discoveries, algorithms, code, executable
code, compilation and execution, configuration instructions and the like, which Client shall have
during her/his engagement with the Company, and which result directly from and are related
directly to the Services rendered by The Company to the Client, or which derive from any
experimental work performed by the Company, whether conceived by Client alone or with others
(the “Inventions”). All Inventions, and any and all rights, interests and title therein, shall be the
exclusive property of the Company and The Client shall not be entitled, and hereby waive, now
and/or in the future, any claim to any right, compensation and/or reward in connection therewith.
In the event that by operation of law, any Invention shall be deemed the Client’s, The client
hereby assigns and shall in the future take all the requisite steps (including by signing all
appropriate documents) to assign to the Company and/or its designee any and all of her/his
foregoing rights, titles and interests in such Inventions, on a worldwide basis, and hereby further
acknowledges and shall in the future acknowledge the Company’s full and exclusive ownership
in all such Inventions. To the extent necessary, the Client shall, during her/his engagement with
the Company or at any time thereafter, execute all documents and take all steps necessary to
effectuate the assignment to the Company and/or its designee and/or to assist the Company to
obtain the exclusive and absolute rights, title and interests in and to all Inventions, whether by
the registration of patent, trade mark, trade secret, copyright, and/or any other applicable legal
protection, and to protect same against infringement by any third party. This provision shall
apply with equal force and effect to all items that may be subject to copyright or trademark
protection. The provisions of this Section 8 shall survive termination of this Agreement and shall
remain in full force and effect at all times thereafter.
- Term and Termination.
9.1. This Agreement shall be effective as of the date herein (the “Effective Date”) and shall
remain in full force and effect until terminated by either party as provided in Sections 9.2-9.3
hereunder (the “Term”).
9.2. Either party may terminate this Agreement, for any reason, at the end of each service by
furnishing the other party with a notice of termination (the “Notice of Termination”) 30 days prior
to such Notice of Termination having effect (the “Notice Period”). Unless the Company has
waived any and/or all of The Clients Services under this Agreement during the Notice Period, or
any part thereof, The Client shall be obligated to continue to discharge and perform all of her/his
services and obligations under this Agreement and to take all steps, satisfactory to Company, to
ensure the orderly transition to any persons or entity designated by the Company of all matters
handled by the Company during the course of the provision of the Services.
9.3. Notwithstanding the foregoing to the contrary, the Company shall be entitled to terminate
this Agreement with immediate effect as a result of a breach by The Client of any provisions of
Sections 5, 6, 7 and 8 of this Agreement and/or if the Client has been convicted under a final
judgment of a dishonourable criminal offence (the “Termination for Cause”).
9.4. Upon termination of the Client’s Services, the Client affirms and undertakes to (i) transfer
her/his Services to her/his replacement, as shall be determined by the Company, in an efficient,
complete, appropriate and orderly manner; and (ii) return to the Company’s principal office all
equipment or documentation, in any media which was given to her/him by the Company in
connection with her/his Services (collectively, the “Equipment”). The Professional shall have no
(and hereby waives any) rights of lien with respect to any asset or right comprising the
- Assignment. The rights and liabilities of the parties hereto shall bind and inure to the benefit
of their respective successors, heirs, executors and administrators, as the case may be. The
Client may not assign any of her/his rights or obligations hereunder without first obtaining the
Company’s written consent. The Company may assign its rights and obligations hereunder to
any person or entity that succeeds to all or substantially all of the Company’s business.
- General. (a) Either party’s failure at any time to require strict compliance by the other party
of the provisions of this Agreement shall not diminish such party’s right thereafter to demand
strict compliance therewith or with any other provision. Waiver of any particular default shall not
waive any other default. (b) All disputes with respect to this Agreement shall be determined in
accordance with the laws of the governing territory, without giving effect to any principles of
conflict of law, and the competent courts in the Governing Country shall have exclusive
jurisdiction of any such dispute. (c) In the event that any provision of this Agreement shall be
deemed unlawful or otherwise unenforceable, such provision shall be severed from this
Agreement and all other provisions of the Agreement shall continue in full force and effect. (d)
This Agreement contains and sets forth the entire agreement and understanding between the
parties with respect to the subject matter contained herein, and as such supersedes all prior
discussions, agreements, representations and understandings in this regard. This Agreement
shall not be modified except by an instrument in writing signed by both parties. (e) Provisions
intended to survive the termination of this Agreement, shall so survive. (f) Each notice and/or
demand given by one party to the other pursuant to this Agreement shall be given in writing and
shall be sent by registered mail or delivered by hand to the other party at the addresses set forth
above, and such notice and/or demand shall be deemed given at the expiration of 3 days from
the date of mailing by registered mail or immediately if delivered by hand. Such address shall be
effective unless notice of a change in address is provided by registered mail to the other party.
(g) This Agreement may be executed in counterparts, which may be emailed counterparts, each
of which when so delivered shall be deemed an original, and together, an original instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the above-captioned
FAIR MARKET AGENCY™ CORPORATION
This Referral Agreement Known as (the “Services”) is entered into effect:
On the Month, Day, Year it was accepted online through our client registration form.
Between FAIR MARKET AGENCY, a corporation incorporated under the laws of
EDMONTON ALBERTA CANADA, having its principal office at 7904 Gateway blvd
Edmonton AB. T6E 6C3
Known as (the “Company”),
and the “General Customer”
Known as (the “Client”).
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The Company is in the business of Consulting. The Company is desirous of
gaining clients and/or customers for consulting/referral services. The Company is
in a position to service potential clients and/or customers with referrals to
Professionals within its network.
- Service Arrangement.
Upon the Effective Date of this Agreement, The Company will, from time to time,
refer potential clients and/or customers to Professionals within the Company’s
network. The Professional will pay The Company a percentage for these referrals
based on the successful engagement of services, Where a successful
engagement of services is defined as a referral that becomes a client and/or
customer of the Professional.
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- Roles and Responsibilities.
The Client shall be presented with various options and opportunities with regard
to her/his services required and/or determined by the client themselves.
Company shall assist the Client in obtaining the appropriate Professional(s)
required based on the sole choices made directly by the Client. The Company
has the responsibility of protecting the private information of the Client at all times
through the Client’s acknowledgement of services when this agreement came
into effect accepting all terms/conditions and wavers required to service the
- Term. This Agreement shall commence upon the Effective Date, as stated above,
and will continue until the completion/transition/referral of the new client and/or
customer or definitive action that the referral will not become a new client and/or
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- Confidentiality. During the course of this Agreement, it may be necessary for
The Company to share proprietary information, including trade secrets, industry
knowledge, and other confidential information, to The Client in order for The
Company to seek out potential referrals. The Client will not share any of this
proprietary information at any time. This section remains in full force and effect
throughout the duration of the Agreement and a waiting period of at least 3 years
- Termination. This Agreement may be terminated at any time by either Party
upon 7 days written notice to the other party. Upon termination, The Company
shall secure The Client information recorded prior to the date of termination.
- Representations and Warranties. Both Parties represent that they are fully
authorized to enter into this Agreement. The performance and obligations of
either Party will not violate or infringe upon the rights of any third-party or violate
any other agreement between the Parties, individually, and any other person,
organization, or business or any law or governmental regulation.
Page !4 of !7*
- Indemnity. The Parties each agree to indemnify and hold harmless the other
Party, its respective affiliates, officers, agents, employees, advisors and permitted
successors and assigns against any and all claims, losses, damages, liabilities,
penalties, punitive damages, expenses, reasonable legal fees and costs of any
kind or amount whatsoever, which result from the negligence of or breach of this
Agreement by the indemnifying party, its respective successors and assigns that
occurs in connection with this Agreement. This section remains in full force and
effect even after termination of the Agreement by its natural termination or the
early termination by either party.
- Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY
BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY
DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS,
BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR
LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH
ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S
NEGLIGENCE OR BREACH.
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10.Disclaimer of Warranties. The Company shall refer potential clients and/or
customers as requested to various Professionals. THE COMPANY DOES NOT
REPRESENT OR WARRANT THAT SUCH REFERRALS WILL CREATE ANY
ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR
THE LIKE. THE COMPANY HAS NO RESPONSIBILITY TO THE CLIENT IF THE
REFERRALS DO NOT LEAD TO CLIENTS DESIRED RESULT(S).
- Severability. In the event any provision of this Agreement is deemed invalid or
unenforceable, in whole or in part, that part shall be severed from the remainder
of the Agreement and all other provisions should continue in full force and effect
as valid and enforceable.
12.Waiver. The failure by either party to exercise any right, power or privilege under
the terms of this Agreement will not be construed as a waiver of any subsequent
or further exercise of that right, power or privilege or the exercise of any other
right, power or privilege.
13.Legal Fees. In the event of a dispute resulting in legal action, the successful
party will be entitled to its legal fees, including, but not limited to its attorneys’
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14.Legal and Binding Agreement. This Agreement is legal and binding between
the Parties as stated above. This Agreement may be entered into and is legal
and binding in the Governing City and Country. The Parties each represent that
they have the authority to enter into this Agreement.
15.Governing Law and Jurisdiction. The Parties agree that this Agreement shall
be governed by the City and Country in which both Parties do business. In the
event that the Parties do business in different Cities or Countries, this Agreement
shall be governed by ALBERTA law.
16.Entire Agreement. The Parties acknowledge and agree that this Agreement
represents the entire agreement between the Parties. In the event that the
Parties desire to change, add, or otherwise modify any terms, they shall do so in
writing to be signed by both parties.
The Parties agree to the terms and conditions set forth above as demonstrated by the
acknowledgement and acceptance through online client registration form.
Fair Market Agency™ Corporation
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