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INDEPENDENT CONTRACTOR AGREEMENT - page

INDEPENDENT CONTRACTOR AGREEMENT

B E T W E E N :

BBVS Inc. dba “BBVS”, “Singer’s Edge” and “Toronto Arts Academy”

(“BBVS Inc.”)

- and -

(“Independent Contractor”)

Term
1. This Agreement shall commence on .
2. This Agreement shall commence once a Vulnerable Sector Screening clearance from Toronto Police from within the last year is received.
3. This Agreement shall exist for an indefinite term until terminated in accordance with the provisions of this Agreement.
Services
1. The Independent Contractor shall provide services to BBVS Inc. as follows:
  - teaching vocal, instrumental, or music classes and offer one-on-one coaching;
  - refer clients to BBVS Inc. for a further assessment in the event that the Independent Contractor is not sure how to develop a student effectively, or if the client requests a second opinion, or expresses dissatisfaction with an assessment or teaching process;
  - optionally present a weekly 1 hour group class; and,
  - such other services as may be reasonably requested in providing music teaching and instructional services through BBVS Inc. (together, the “Services”).
2. In the course of providing the Services, the Independent Contractor has the discretion to coach and train clients in accordance with the Independent Contractor’s own judgment and skill, subject to maintaining professional standards, and utilizing a methodology that is generally compatible with the overall approach taken by BBVS Inc.
3. The curriculum and teaching plan utilized to provide the Services are within the discretion of the Independent Contractor, subject to final approval by BBVS INC.
Compensation
1. The Independent Contractor undertakes to provide the Services for and on behalf of BBVS Inc. at the hourly rate of $ , inclusive of HST, for the work performed in accordance with this Agreement.
2. The Independent Contractor acknowledges and agrees that there shall be no guaranteed minimum or maximum number of hours of work for the Independent Contractor, whether calculated per day, per week, per month, or otherwise. The Independent Contractor further acknowledges and agrees that there shall be no standard or regular schedule or hours of work for the Independent Contractor.
3. The Independent contractor shall invoice the academy for lessons scheduled, and not for breaks, or lessons not scheduled.
4. Invoices are processed weekly on Mondays by Head Office. The Independent Contractor shall submit their invoice each Monday before 5pm for any Services provided. Invoices received after 5pm shall be processed the following Monday.
5. There may come on occasion an opportunity for the contractor to "shadow", or observe the teaching of another teacher with their students in order to help faciliate the transition of students from the old teacher to a new teacher. In this instance, the new observing, or "shadowing" teacher will be paid at minimum wage, while the outgoing teacher working with the student will be paid their regular rate.
6. It shall be the Independent Contractor’s sole responsibility to pay any and all other applicable federal, provincial, municipal statutory contributions, as a self-employed individual or corporation. The Independent Contractor understands that income taxes, including federal or provincial taxes, Employment Insurance premiums, Workplace Safety and Insurance premiums, Canada/Quebec Pension Plan, Harmonized Sales Tax (“HST”), provincial sales taxes, employer health tax, all statutory deductions and other taxes or business license fees, or any penalties related to any of the foregoing, shall not be withheld or paid by BBVS Inc. on behalf of the Independent Contractor or any employees of the Independent Contractor.
7. The Independent Contractor agrees to indemnify and save BBVS Inc. harmless from all claims, actions and demands under the Income Tax Act (Canada), the Canada Pension Act or the Employment Insurance Act, including any regulations made thereunder, and any other statute or regulations for or in respect of any failure on the part of BBVS Inc. to withhold income, tax, Canada Pension Plan premiums, employment insurance premiums or benefit overpayments or any other tax, premium, payment or levy in connection with or arising from the payments made to me pursuant to this agreement.
8. The Independent Contractor shall submit their invoice each Monday for any Services provided in the pay period, with the exception of the last Monday of each month, when no invoices are processed. The first Monday of each month will reference Services provided in the preceding two (2) weeks.
9. The Independent Contractor agrees to use his or her own tools, equipment, teaching materials and instruments, including laptops and portable devices such as iPads, with the exception of oversized items like pianos and drum kits, which will be provided by BBVS Inc.
10. BBVS Inc. shall not be obligated to reimburse the Independent Contractor for any expenses/disbursements including administrative expenses unless the Independent Contractor obtains the prior written approval of BBVS Inc.
11. The Independent Contractor shall provide BBVS Inc. with the Independent Contractor’s realistic and reliable availability schedule.
12. BBVS Inc. will inform the Independent Contractor of available work assignments from time to time at its sole discretion. The Independent Contractor is at liberty to accept or decline such work assignments.
General Rules Regarding Provision of Services
1. When providing the Services to any BBVS Inc. client, the Independent Contractor shall comply with the security, health and safety, and other applicable workplace policies of BBVS Inc. These policies can be reviewed at the following link: https://docs.google.com/document/d/1nwCRZ0gwZiLhbwEOayatLV2FEjWOwIoHN5PT1LjgopI/edit#.
2. Regarding the Toronto Arts Academy, in the event a client is away for a scheduled lesson, the Independent Contractor will still be paid for the missed lesson on the condition that, if the teacher has a permanent teaching schedule, the Independent Contractor teach a one hour group make-up class for students who have missed lessons every other month for one day of teaching and once a month for two days of teaching or more.
3. Regarding Singer’s Edge, in the event a client misses a lesson and provides 24 hours’ notice, the Independent Contractor shall not be paid for the missed lesson. Another student may however schedule themselves online in the place of a cancelled lesson spot. In the event a client does not provide 24 hours’ notice, the Independent Contractor shall be paid for the lesson time.
4. The Independent Contractor agrees not to accept any gifts of over $50 value from students.
5. Except for the occasional handshake or high five, the Independent Contractor may never touch a student. This includes finger position fixing, shoulder position fixing or no hand shape fixing. Any breach of this provision will result in the immediate and summary termination of this agreement for cause.
6. The Independent Contractor agrees that lateness, for any reason, by the Independent Contractor for a student has a profoundly negative effect on the customer service experience for the client. In the event that the Independent Contractor is 5 minutes late or more for a student, the Independent Contractor agrees that school policy shall be to arrive as soon as possible to the lesson, and to end the lesson on time so that the Independent Contractor may continue on time with the remainder of the scheduled students. The school shall then arrange for a 30-minute private lesson to be issued as a makeup to the student who experienced a late start in lieu of the time missed during the lesson (provided by the Independent Contractor at no cost to BBVS INC), as well as an additional 30 minute private lesson to be issued to the student complimentary (provided by the Independent Contractor which will be invoiced to and paid by BBVS Inc.) as an apology on behalf of both the Independent Contractor and BBVS Inc.
Non-Solicitation, Confidentiality and Intellectual Property
1. The Independent Contractor agrees that BBVS Inc. has a proprietary interest in its relationships with its clients, in its client lists, and pricing. During the term of this Agreement and for a period of one (1) following the termination of this Agreement for any reason, the Independent Contractor shall not enter directly into any contract with BBVS Inc.’s clients without the knowledge and prior approval of BBVS Inc. In the event that the Independent Contractor conducts lessons with students initially provided by BBVS Inc. within one (1) year of the termination of this Agreement ending teaching with the school, the Independent Contractor agrees to pay a finder’s fee of 50% of the fees paid to BBVS Inc. by the student in the preceding year. The Independent Contractor agrees to pay this finder’s fee to BBVS Inc. as consideration for the acquisition of a new student and to compensate BBVS Inc. for its marketing, advertising and/or registration costs that were incurred in acquiring the student and for the loss of future tuition revenue. The Independent Contractor agrees that this finder’s fee shall apply to all previous students taught at the school regardless of whether the teacher or the student initiates contact for the purpose of lessons within the one-year period.
2. The Independent Contractor agrees, both during and after the term of this Agreement, to maintain confidentiality with respect to BBVS Inc’s confidential information, including but not limited to any or all of the clients or potential clients or accounts of BBVS Inc. that Contractor is or was contracted to work with; employee teacher training programs and training methodologies; coach reference manuals; materials and guidelines in print and online; the BBVS Inc. Academy program and materials designed for student use; group class resource materials; lesson plan structures; progress charts and student study reference materials; client information; financial arrangements; and, front desk systems.
3. The Independent Contractor’s hourly rate will be kept strictly confidential.
4. The Independent Contractor agrees that BBVS Inc. shall be the sole and exclusive owner of all right, title and interest in and to all curriculums, instructional content, audio recordings, or marketing materials, including written materials, electronic data, video recordings, (but excluding musical compositions, for which the Independent Contractor shall retain rights of ownership to the Independent Contractor’s share of such compositions, provided that Independent Contractor shall not retain greater than 50% of any musical composition co-written with students hereunder unless the Independent Contractor has obtained the prior written approval of Brandon Brophy in each instance) developed by BBVS INC. The Independent Contractor agrees that BBVS INC will own in perpetuity all rights (whether now known or hereinafter invented), title, and interest, throughout the world, including any copyrights, trademarks, patents, trade secrets, and renewals or extensions thereto, in the aforementioned property (the “Intellectual Property”). The Independent Contractor shall retain all rights to their own curriculums, instructional content, audio recordings, and written materials developed by themselves, except for such materials which the Independent Contractor has been hired and compensated to produce for the Company, in which case the content shall be owned by BBVS INC.
5. The Employee or Contractor hereby agrees that BBVS Inc. has the sole and exclusive right to license, assign, or otherwise transfer the Intellectual Property belonging to BBVS INC to third parties in whole or in part at its sole discretion.
6. The Independent Contractor agrees that BBVS Inc. has the sole and exclusive right to modify, change, upgrade, or in any way alter the Intellectual Property subsequent to the termination of this Agreement or any subsequent renewal of this Agreement. The Independent Contractor waives all moral rights the Independent Contractor may have (whether now or hereinafter) with respect to the Intellectual Property hereunder.
7. The Independent Contractor also hereby grants BBVS INC the right to use the Independent Contractor’s name, likeness, and/or voice in connection with instructional materials and marketing materials, and to exhibit or distribute the materials, in whole or in part, in any and all media, whether now known or hereafter devised, throughout the world, without restrictions or limitations, for any purpose which BBVS Inc. and those acting pursuant to their authority deem appropriate.
Independent Contractor Status
1. The parties acknowledge and agree that the Independent Contractor is in the business of providing Services and in fact provides those services, and other services, to other organizations and will continue to do so.
2. BBVS INC and the Independent Contractor agree and acknowledge that nothing in this Agreement shall be deemed, construed or interpreted as constituting a partnership, joint venture or employment relationship between the Independent Contractor and BBVS Inc.
3. The Independent Contractor and BBVS Inc. agree that the Independent Contractor is responsible for obtaining required insurance coverage (if any) for itself prior to commencing work.
4. The Independent Contractor will decline to comment on any media inquiries regarding BBVS Inc. or Brandon Brophy. The Independent Contractor will refer all such inquiries to Brandon Brophy.
Termination
1. Either party may terminate this Agreement, without cause, at any time, by providing the other party with no less than twenty eight (28) days’ written notice. In some cases, we may be able to accommodate a shorter notice period of up and no less than fourteen (14) days written notice.
2. Either party may terminate this agreement immediately for just cause or if the other party breaches any clause contained in this Agreement or has just cause at law.
3. Upon the effective date of termination of this Agreement, the Independent Contractor shall immediately cease providing services and shall return to BBVS Inc. any and all property of BBVS Inc. including, without limitation, all confidential information in its possession, and the Independent Contractor shall provide written confirmation to BBVS INC that all such property has been returned.
General
1. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario.
2. The Independent Contractor hereby acknowledges that he or she has had sufficient time in which to execute this Agreement, and that the Independent Contractor has had sufficient time to read and consider this Agreement before executing it.