CONSULTING AGREEMENT

THIS AGREEMENT made as of the (the “Effective Date”),

BETWEEN:

DeliveryEase

(the Corporation)

AND:

(the “Consultant”)

(together, the Corporation and the Consultant are the “Parties”, and each is a “Party”)

1. Commencement and Duration.

   1. Subject to Section 2 below, this Agreement shall commence on the Effective Date and shall continue indefinitely unless terminated in accordance with the provisions of this Agreement.

2. Background Checks and Licensing Requirements.

   1. The Consultant agrees to complete any background checks, including driver record checks, as required by the Corporation, and from time to time after the Effective Date. The Consultant acknowledges and agrees that the Corporation may, from time to time, collect, use, store and disclose the Consultant’s personal information (including the Consultant’s driver’s license number, insurance information, vehicle registration information and banking information) for the purposes of: identity verification,
      
      conducting driver record checks and criminal background checks, validating that the Consultant is licensed to drive in the jurisdiction(s) in which the Consultant will be performing the Services, verifying that the Consultant maintains the insurance coverage described in Section 2.3(c), initiating banking arrangements for payment of the Consultant and such other purposes as are described in the Corporation’s privacy policy (hereby incorporated by reference) available at https://deliveryease.co/privacy-policy.html, as amended from time to time. The Corporation will retain the Consultant’s personal information throughout the term of this Agreement and for such longer period as may be permitted or required under applicable law. Applicable law provides certain rights to individuals in respect of their personal information, including the right to access and correct personal information that the individual can demonstrate is inaccurate and the right to withdraw consent to the collection, use and disclosure of the individual’s personal information. Should the Contractor wish to withdraw consent to the Corporation’s collection, use or disclosure of the Contractor’s personal information in respect of any of the purposes described in this Section 2.1, the Corporation will not be able to verify the Contractor’s suitability and legal qualification to perform the Services. In such event, the Corporation may terminate this Agreement on 15 days prior written notice to the Contractor.

   2. By signing this Agreement, the Consultant authorizes the Corporation to provide copies of such checks to insurance companies, relevant regulators and/or other governmental authorities as needed for safety or other reasons, always in compliance with any applicable privacy laws.

   3. The Consultant represents and warrants that the Consultant:

      	(a)	does not have pending criminal charges and/or a criminal record involving the manufacturing, sale, distribution or use of illegal or controlled drugs, including narcotics;
      	(b)	shall at all times maintain a valid driver’s licence;
      	(c)	(c) the Consultant’s vehicle shall be properly registered and licensed and shall at all times be operated in accordance with applicable laws;
      	(d)	the Consultant’s vehicle shall at all times be insured (and include coverage for property damage and personal injuries) and the Consultant shall be listed as a driver for insurance purposes; and
      	(e)	The Consultant shall perform the Services strictly in compliance with the Corporation’s processes, pharmaceutical delivery standards as set out by the Ontario College of Pharmacies & Health Canada and any legal requirements including, but not limited to, obtaining delivery photos, obtaining customer signatures, and obtaining a photo of customers' identification when delivering a narcotic.

3. Services

   1. The Consultant shall provide the Corporation with the Services as more fully set out in

      Schedule “A”.

   2. Subject to Section 4 below, the Corporation shall not direct or control the performance of the Services, including whether the Consultant chooses to accept, decline, ignore or cancel a delivery request.

   3. It is expressly agreed that the Consultant is not required to accept any minimum number of deliveries to access the Platform (as defined in Section 4 below).

   4. The Consultant may provide similar services to other clients during the term of this Agreement, so long as such activities do not interfere or conflict with the Consultant’s obligations to the Corporation under this Agreement.

   5. The Consultant shall be responsible for, and bear all costs of, providing all equipment, tools and other materials that the Consultant deems necessary or advisable and are solely responsible for any obligations or liabilities arising from the performance of the Services.

   6. The Consultant shall indemnify the Corporation and its directors, officers, employees, and assigns from and against all actions, costs, damages, expenses, fees (including reasonable legal fees and disbursements and amounts paid in settlements), liabilities and losses arising out of the Consultant’s performance of the Services under this Agreement, including, without limitation, fines, penalties, costs or fees associated with the operation of the Consultant’s personal vehicle and any accidents or injuries sustained while performing the Services.

4. The Platform

   1. The Services shall be provided through the Corporation’s DeliveryEase online platform (the “Platform”) and the Consultant agrees to comply strictly with any directions, rules, requirements or laws applying to the use of the Platform.

   2. The Consultant shall be responsible for identifying, understanding, and complying with (i) all laws (including, but not limited to, applicable laws governing collection, use, disclosure, security, processing and transfer of data), rules and regulations that apply to the Consultant’s provision of the Services in the Province of Ontario; and (ii) this Agreement (collectively, the “Requirements”). Subject to applicable law, the Consultant shall be responsible for identifying and obtaining any required license (including driver’s license), permit, or registration required to provide the Services. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, the Consultant’s ability to access and use our Platform is at all times subject to the Consultant’s compliance with the Requirements. The Consultant agrees not to access or attempt to access the Platform if the Consultant is not in compliance with the Requirements.

   3. The Consultant represents, warrants and covenants that (a) the Consultant has all the necessary expertise and experience to provide the Services in compliance with the Requirements; (b) the Consultant’s access and use of the Platform is permitted by the Requirements (including any age requirements); and (c) all such access and use of the Platform will be in compliance with the Requirements.

5. Use of Corporation Branded Materials.

   1. Except to the extent necessary to comply with applicable law or in the performance of the Services, the Consultant shall not be required to use, wear or display the Corporation’s name or logo on the Consultant’s vehicle or clothing, or to use signaling lights, stickers, decals, or other such materials displaying the Corporation’s name or logo (collectively “Branded Materials”).

   2. The Parties expressly agree that the Consultant’s access to, or use of, Branded Materials, whether or not authorized, does not indicate an employment or other similar relationship between the Consultant and the Corporation. The Consultant further agrees not to represent themselves as our employee,
      
      representative or agent for any purpose or otherwise misrepresent their relationship with the Corporation.

   3. The Consultant agrees to destroy and discard any Branded Materials if this Agreement is terminated.

6. Consulting Fees.

   1. In consideration of the Services provided under this Agreement, the Corporation will pay the Consultant a fee calculated as a percentage of the total delivery value as determined from time to time. The percentage is currently 75%, but the Corporation reserves the right to change the percentage in its sole discretion from time to time. Fees payable to the Consultant shall be paid bi-weekly to the bank account designated by the Consultant.

   2. The Consultant will not be reimbursed for any expenses, and will be solely responsible for any costs associated with the performance of the Services, including fuel costs and costs associated with the licensing and maintenance of the Consultant’s personal vehicle.

7. Independent Contractor.

   1. In performing the Services, the Consultant agrees and acknowledges that the Consultant is an independent contractor under this Agreement. Nothing contained herein shall be deemed or construed to create an employment relationship or any partnership or joint venture between the Consultant and the Corporation.

   2. Neither Party shall acquire by virtue of this Agreement any right, capacity or power to act as an agent for the other or to bind the other to any other person, firm or corporation, except with the written agreement of the other if necessary to carry out the purpose and intent of this Agreement.

   3. The Consultant acknowledges responsibility for all payments with respect to all income, sales and other taxes, insured health benefits coverage, Workplace Safety & Insurance, Canada Pension Plan, Employment Insurance premiums and costs, and including the procurement and costs of any other benefits. The Consultant indemnifies and saves the Corporation harmless from any and all liability for fines, penalties and interest thereon for or by reason of or in any way arising out of the failure of the Corporation to deduct, withhold or contribute any amount in respect of its payments to the Consultant.

8. Non-Disclosure of Confidential Information and Proprietary Rights.

   1. At all times during the term of this Agreement, and at any time thereafter, the Consultant will hold in strictest confidence, and make no use of, or disclose to anyone, without the express written authorization of the Corporation, any confidential information of the Corporation (the “Confidential Information”), whether such information is disclosed to the Consultant in writing, electronically (e.g., via e-mail), orally or otherwise.

   2. For the purpose of this Agreement, “Confidential Information” includes, without limiting the generality of the foregoing: concepts, techniques, processes, designs, data, records, reports, compilations, calculations, opinions, charts, and other technical know-how of the Corporation; information relating to the Corporation’s business policies, practices, strategies and opportunities, and other business and financial information; or any other trade secrets of the Corporation disclosed by the Corporation to the Consultant or obtained by the Consultant through observation or examination of the Corporation’s processes or documentation or from the Corporation’s customers or suppliers or any information that the Consultant is obliged to treat as confidential or proprietary.

   3. The Consultant acknowledges that the Corporation has received, and in the future will receive from third parties, their confidential or proprietary information (the “Third-Party Information”) subject to a duty on the Corporation’s part to maintain the confidentiality of such Third-Party Information, and to use it only for certain limited purposes. The Consultant agrees that he owes the Corporation and such third parties during the Consultant’s performance of Services for the Corporation and thereafter, a duty to hold all such Third-Party Information in the strictest confidence and to not disclose it to anyone, without the express written authorization of the Corporation.

   4. The Consultant shall notify the Corporation immediately upon discovery of any unauthorized use or disclosure of Confidential Information or Third-Party Information, as the case may be, and will cooperate with the Corporation in every reasonable way to help the Corporation regain possession of such Confidential Information or Third-Party Information and to prevent its further unauthorized use or disclosure.

   5. Upon the termination of this Agreement, regardless of the reason therefore, the Consultant shall return to the Corporation any material containing or disclosing any Confidential Information or Third-Party Information, and shall not keep in its possession any such material or copies thereof without the Corporation’s prior written approval.

   6. The Consultant acknowledges and agrees that all rights, title and interest in and to any and all intellectual property including inventions, discoveries and improvements, whether patentable or not, trademark, copyright works, or designs (“Intellectual Property”) which the Consultant may make either alone or with others at any time during the term of this Agreement are the sole and exclusive property of the Corporation. The Consultant hereby assigns and shall assign to the Corporation all such Intellectual Property rights and waive all moral rights the Consultant may have for the benefit of the Corporation and its successor, assigns and licensees. The Consultant shall not disclose the Intellectual Property to any third parties without the prior written consent of the Corporation.

9. Termination.

   Termination for Cause

   1. The Corporation may terminate this Agreement, without notice or any payment in lieu thereof, for Cause. For the purposes of this Contract, “Cause” shall include but shall not be limited to:

      1. any act, omission, or behaviour by the Consultant that would constitute just cause for dismissal of an employee at common law;

      2. any material breach by the Consultant of a provision of this Agreement; or

      3. any failure by the Consultant to provide the Services in a competent manner.

         Termination without Cause

   2. The Corporation may terminate this Agreement without Cause, and without further obligation, by providing the Consultant with 14 days’ written notice.

      Termination by Consultant

      
      

   3. The Consultant may terminate this Agreement at any time without any advance notice being required.

      General

   4. Upon termination of this Agreement, for any reason,

      1. the Corporation shall pay the Consultant all fees earned up to and including the date of termination; and

      2. all Confidential Information, files, disks, computers, electronic devices, keys, access cards, software, reports, documents, work in progress or other work product or other property pertaining to the Corporation’s business remains the property of the Corporation and shall be promptly delivered by the Consultant to the Corporation, at its own cost, and no copy, duplication or reproduction of any kind whatsoever shall be made by the Consultant without the express written consent of the Corporation.

10. Survival.

    1. The Consultant’s obligations set out in Section 8 shall survive and remain in effect, notwithstanding any changes to the terms of the Consultant’s engagement or the termination of the Consultant’s engagement, whether the termination is initiated by the Consultant or by the Corporation or by mutual agreement, or whether the termination is lawful or unlawful. The Consultant’s obligations and the Corporation’s rights set out under Section 8 are binding on the Consultant’s successors, assigns, heirs, executors, and other representatives.

11. Entire Agreement.

    1. This Agreement contains the entire understanding of the parties on the subject matter contained herein. It may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension, or discharge is sought. No failure to exercise and no delay in exercising any right or remedy shall preclude any other or further exercise of any right or remedy herein.

12. Assignment.

    1. The rights and obligations under this Agreement are personal to the Consultant and may not be assigned by the Consultant. The rights and obligations under this Agreement may be assigned by the Corporation to any successor or purchaser of the Corporation’s business, with notice to the Consultant, subject to such successor or purchaser expressly agreeing to fully honour the terms of this Agreement and providing the Consultant with a binding assurance to that effect.

13. Governing Law.

    1. This Agreement shall be interpreted in accordance with the laws of the Province of Ontario and the Parties submit to the exclusive jurisdiction of the Courts of the Province of Ontario for the purposes of interpreting and enforcing the rights and obligations set out in this Agreement.

14. Representations.

    1. The Consultant shall not represent the Corporation in any capacity whatsoever, or bind the Corporation orally or in writing to any legal obligation, except as expressly agreed in this Agreement.

15. 
    

    Independent Legal Advice.

    1. The Consultant agrees that the Consultant has had, or has had the opportunity to obtain, independent legal advice in connection with the execution of this Agreement and has read this Agreement in its entirety, understands its contents and is signing this Agreement freely and voluntarily, without duress or undue influence from any party.

16. Notices.

    1. Any notice required or permitted to be made or given under this Agreement to either Party shall be in writing and shall be sufficiently given if delivered by email to the address set out below or through the Platform.

       Email of the Corporation:

       Email of the Consultant:

       
       

       
       

       [Signature page follows]

       ACCEPTED AND SIGNED AS OF THE DATE FIRST WRITTEN ABOVE.

       
       

       The Corporation

       By: DeliveryEase

       Name:

       Title:

       The Consultant

       By: Independent On-Demand Driver

       Name:

       
       

       SCHEDULE “A” – SERVICES

       
       

       The Services will include:

       
       

       1. On-demand collection of prescription and over-the-counter medications (the “Medications”) from a pharmacy and delivery of the Medication to a patient in accordance with the delivery directions provided to the Consultant through the Platform; and

       2. Any other Services as may be agreed upon in writing between the Parties.