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THIS CONSULTING AGREEMENT (the "Agreement") dated this 30th day of November, 2015


_________________________ of ______________________________, ______________________________, _______________
(the "Customer")

- AND -

_________________________ of ______________________________, ______________________________, _______________
(the "Consultant").


  1. The Customer is of the opinion that the Consultant has the necessary qualifications, experience and abilities to provide services to the Customer.
  2. The Consultant is agreeable to providing such services to the Customer on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Consultant (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

  1. Ontario Consumer Protection Act, 2002
  2. Consumer rights as outlined in the Ontario Consumer Protection Act, 2002 can be found at the end of this Agreement in Appendix A.
  3. Services Provided
  4. The Customer hereby agrees to engage the Consultant to provide the Customer with services (the "Services") consisting of:
    • _______________________________________________________________
  5. The Services will also include any other tasks which the Parties may agree on. The Consultant hereby agrees to provide such Services to the Customer.
  6. Term of Agreement
  7. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended by mutual written agreement of the Parties.
  8. Performance
  9. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
  10. Currency
  11. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in CAD (Canadian Dollars).
  12. Compensation
  13. For the services rendered by the Consultant as required by this Agreement, the Customer will provide compensation (the "Compensation") to the Consultant of $0.00 per hour.
  14. The Compensation will be payable upon completion of the Services.
  15. Return of Property
  16. Upon the expiry or termination of this Agreement, the Consultant will return to the Customer any property, documentation, records, or confidential information which is the property of the Customer.
  17. Capacity/Independent Contractor
  18. In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Customer acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
  19. Notice
  20. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:
    1. _________________________
      ______________________________, _______________, _________________________
      Fax: (_____) _______-_____________
      Email: ______________________________
    2. _________________________
      ______________________________, _______________, _________________________
      Fax: (_____) _______-_____________
      Email: ______________________________

    or to such other address as any Party may from time to time notify the other.

  21. Modification of Agreement
  22. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
  23. Time of the Essence
  24. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
  25. Assignment
  26. The Consultant will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Customer.
  27. Entire Agreement
  28. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
  29. Enurement
  30. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.
  31. Titles/Headings
  32. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
  33. Gender
  34. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  35. Governing Law
  36. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the Province of Ontario, without regard to the jurisdiction in which any action or special proceeding may be instituted.
  37. Severability
  38. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
  39. Waiver
  40. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this 30th day of November, 2015.




_________________________ (Customer)




_________________________ (Consultant)

Appendix A

Your Rights under the Ontario Consumer Protection Act, 2002

You may cancel this agreement at any time during the period that ends ten (10) days after the day you receive a written copy of the agreement. You do not need to give the supplier a reason for cancelling during this 10-day period.

If the supplier does not make delivery within 30 days after the delivery date specified in this agreement or if the supplier does not begin performance of his, her or its obligations within 30 days after the commencement date specified in this agreement, you may cancel this agreement at any time before delivery or commencement of performance. You lose the right to cancel if, after the 30-day period has expired, you agree to accept delivery or authorize commencement of performance.

If the delivery date or commencement date is not specified in this agreement and the supplier does not deliver or commence performance within 30 days after the date this agreement is entered into, you may cancel this agreement at any time before delivery or commencement of performance. You lose the right to cancel if, after the 30-day period has expired, you agree to accept delivery or authorize commencement of performance.

In addition, there are other grounds that allow you to cancel this agreement. You may also have other rights, duties and remedies at law. For more information, you may contact the Ministry of Consumer and Business Services.

To cancel this agreement, you must give notice of cancellation to the supplier, at the address set out in the agreement, by any means that allows you to prove the date on which you gave notice. If no address is set out in the agreement, use any address of the supplier that is on record with the Government of Ontario or the Government of Canada or is known by you.

If you cancel this agreement, the supplier has fifteen (15) days to refund any payment you have made and return to you all goods delivered under a trade-in arrangement (or refund an amount equal to the trade-in allowance).

However, if you cancel this agreement after having solicited the goods or services from the supplier and having requested that delivery be made or performance be commenced within ten (10) days after the date this agreement is entered into, the supplier is entitled to reasonable compensation for the goods and services that you received before the earlier of the 11th day after the date this agreement was entered into and the date on which you gave notice of cancellation to the supplier, except goods that can be repossessed by or returned to the supplier.

Appendix A - continued

Ontario Consumer Protection Act - Return of Property

If the supplier requests in writing repossession of any goods that came into your possession under the agreement, you must return the goods to the supplier’s address, or allow one of the following persons to repossess the goods at your address:

- The supplier.

- A person designated in writing by the supplier.

If you cancel this agreement, you must take reasonable care of any goods that came into your possession under the agreement until one of the following happens:

- The supplier repossesses the goods.

- The supplier has been given a reasonable opportunity to repossess the goods and twenty-one (21) days have passed since the agreement was cancelled.

- You return the goods.

- The supplier directs you in writing to destroy the goods and you do so in accordance with the supplier’s instructions.

Consulting Agreement Information

A Consulting Agreement, also known as a service agreement or independent contractor agreement, is what a consultant and client use to describe the terms of a professional relationship.

Who Needs a Consulting Agreement?

Either party may provide a Consulting Agreement, and you should use one if you are, or are hiring:

  • A graphic designer, writer, editor, or other service based consultant.
  • A human resources, information technology, legal, financial, strategic, or operations professional on a contract basis.

What Information is in a Consulting Agreement?

A Consulting Agreement covers client and consultant details, payment terms, length of the contract, termination details, and more.

Intellectual Property in a Consulting Agreement

Intellectual property is a product of creativity, such as a piece of writing or a design, that can be trademarked, patented, or copyrighted by the creator or the owner.

The creator is the one who came up with the concept. The owner is the person who retains the trademark, patent, or copyright.

In a Consulting Agreement, if intellectual property is part of the services provided by a consultant to a client, you will need to decide who will own it after the contract has expired.

In most cases, the client retains ownership rights to the intellectual property, but the consultant may also choose to license their creation to the client, retaining ownership rights for themselves.

Payments and Expenses in a Consulting Agreement

The consultant and client will need to determine a total cost for the project, payment dates, and whether either party will be penalized for late work or late payments.

Generally, a consultant will provide a client with a quote for the total cost of the work required. Once both parties are satisfied with the amount, they will need to select a payment schedule. The most common options include:

  • A one-time payment upon completion of the work
  • Scheduled payments (weekly, monthly, etc.)
  • Per invoice (provided by the consultant)

It is also recommended to discuss who will cover the cost of expenses related to the contract, such as supplies, software, travel, or other related expenditures. Often, if expenses are covered by the client, it is in one of the following ways:

  • By setting a limit to how much will be covered.
  • By providing the consultant with a set amount for expenses.
  • By requiring receipts for review in relation to each cost.

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