DeliveryEase Toronto, ON,
Canada
(the
"Client")
CONTRACTOR
Independent
On-Demand Driver
(the
"Contractor")
-
The
Client hereby agrees to engage the Contractor to provide the Client with the
following services (the
"Services"):
-
Make on-demand
prescription deliveries to patients on behalf of the pharmacy; and
-
On-demand independent driver will act as a delivery person for a
specific
pharmacy and is
strictly considered an independent contractor providing services to the
pharmacy.
-
The
Services will also include any other tasks which the Parties may agree on. The
Contractor hereby agrees
to provide such Services to the Client.
TERM
OF AGREEMENT
-
The
term of this Agreement (the "Term") will begin on the date of this
Agreement and will remain
in full force and effect indefinitely until terminated as provided in this
Agreement.
-
In
the event that
either Party wishes to terminate this Agreement, that Party will be required to
provide 14 days'
written notice to the other Party.
-
In
the event that
either Party breaches a material provision under this Agreement, the
non-defaulting
Party may terminate
this Agreement immediately and require the defaulting Party to indemnify the
non-defaulting Party
against all reasonable damages.
-
This Agreement may be
terminated at any time by mutual agreement of the Parties.
-
Except as otherwise
provided in this Agreement, the obligations of the Contractor will end upon the
termination of this
Agreement.
PERFORMANCE
-
The
Parties agree to do everything necessary to ensure that the terms of this
Agreement
take effect.
CURRENCY
-
Except
as otherwise provided in this Agreement, all monetary amounts referred to in
this
Agreement are in CAD
(Canadian Dollars).
COMPENSATION
-
The
Contractor will
charge the Client for the Services as follows (the "Compensation"):
-
The "driver" (independent contractor) will receive
compensation
per delivery completed
by the driver. There is no minimum wage or salary, this agreement pays
commission only, once
services have been rendered. Payment terms are bi-weekly, paid by
DeliveryEase.
-
The
percentage split is as
follows:
75% of the
driver's total delivery amount paid to driver.
25% of the
driver's total delivery amount paid to DeliveryEase.
-
The
Contractor will not
be reimbursed for any expenses incurred in connection with providing the
Services of
this Agreement.
CONFIDENTIALITY
-
Confidential information (the "Confidential Information") refers to
any
data or information
relating to the Client, whether business or personal, which would reasonably be
considered to be private
or proprietary to the Client and that is not generally known and where the
release
of that Confidential
Information could reasonably be expected to cause harm to the Client.
-
The
Contractor agrees
that they will not disclose, divulge, reveal, report or use, for any purpose,
any
Confidential Information which the Contractor has obtained, except as authorized
by
the Client or as
required by law. The obligations of confidentiality will apply during the Term
and
will survive
indefinitely upon termination of this Agreement.
OWNERSHIP OF INTELLECTUAL
PROPERTY
-
All
intellectual property and related material, including any trade secrets, moral
rights, goodwill,
relevant registrations or applications for registration, and rights in any
patent,
copyright, trademark,
trade dress, industrial design and trade name (the "Intellectual
Property") that is developed
or produced under this Agreement, will be the sole property of the Client. The
use
of the Intellectual
Property by the Client will not be restricted in any manner.
-
The
Contractor may not use the Intellectual Property for any purpose other than that
contracted for in this
Agreement except with the written consent of the Client. The Contractor will be
responsible for any and
all damages resulting from the unauthorized use of the Intellectual Property.
RETURN
OF PROPERTY
-
Upon
the expiry or termination of this Agreement, the Contractor will return to the
Client any property,
documentation, records, or Confidential Information which is the property of the
Client.
CAPACITY/INDEPENDENT
CONTRACTOR
-
In
providing the Services under this Agreement it is expressly agreed that the
Contractor is acting as an
independent contractor and not as an employee. The Contractor and the Client
acknowledge that this
Agreement does not create a partnership or joint venture between them, and is
exclusively a contract for
service.
LIABILITY
-
The
client is not liable
for any personal or vehicle damages and/or expenses, whether to the contractor
or
any other third party
any point before, during or after services are rendered.
-
The
client is not liable
for any offenses, accidents, damages, fines, tickets, etc. that may arise at any
point before, during or
after services are rendered.
AUTONOMY
-
Except as otherwise
provided in this Agreement, the Contractor will have full control over
working
time, methods, and decision making in relation to provision of the Services in
accordance with the
Agreement. The Contractor will work autonomously and not at the direction of the
Client. However, the
Contractor will be responsive to the reasonable needs and concerns of the
Client.
EQUIPMENT
-
Except as otherwise provided in this Agreement, the Contractor will provide at
the
Contractor’s own
expense, any and all tools, machinery, equipment, raw materials, supplies,
workwear
and any other items
or parts necessary to deliver the Services in accordance with the Agreement.
NO
EXCLUSIVITY
-
The
Parties acknowledge that this Agreement is non-exclusive and that either Party
will
be free, during and
after the Term, to engage or contract with third parties for the provision of
services similar to the
Services.
NOTICE
-
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 at the following
addresses:
-
DeliveryEase Toronto, ON, Canada
-
Independent
On-Demand Driver
or to such other
address as either Party may from time to time notify the other.
INDEMNIFICATION
-
Except
to the extent paid in settlement from any applicable insurance policies, and to
the
extent permitted by
applicable law, each Party agrees to indemnify and hold harmless the other
Party,
and its respective
affiliates, officers, agents, employees, 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 or arise out of any
act or
omission of the
indemnifying party, its respective affiliates, officers, agents, employees, and
permitted successors and
assigns that occurs in connection with this Agreement. This indemnification will
survive the termination
of this Agreement.
ADDITIONAL CLAUSES
-
Upon the "driver" (independent contractor) picking up a prescription
from
the pharmacy, it is
the drivers responsibility to ensure that the prescription(s) being delivered
are
protected, unopened,
not tampered with in any way and delivered to the patient as expected by the
pharmacy.
-
Once
the
"driver" (independent contractor) picks-up the prescription(s), the
prescription is now the
sole responsibility of the driver. DeliveryEase (client) bears no responsibility
towards the
prescription(s) or delivery from that point forward.
-
DeliveryEase
(client)
is strictly a
technology platform marketplace that connects willing, on-demand drivers with
pharmacies in local areas
to help fulfill prescription deliveries set out by the pharmacy.
.28. DeliveryEase does
not, under any circumstance, employ on-demand drivers, nor does DeliveryEase treat
or
consider the on-demand
drivers employees. This is strictly an independent contractor agreement between
DeliveryEase and willing
on-demand drivers.
DeliveryEase
(client) will
provide the driver (contractor) with a breakdown of the driver's earnings for tax
purposes. The breakdown
will include: the driver's completed deliveries, the driver's income per
delivery
and the driver's
total income for the invoice period.
-
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.
TIME
OF THE ESSENCE
-
Time
is of the essence in this Agreement. No extension or variation of this Agreement
will operate as a
waiver of this provision.
ASSIGNMENT
-
The
Contractor will not voluntarily, or by operation of law, assign or otherwise
transfer its obligations
under this Agreement without the prior written consent of the Client.
ENTIRE
AGREEMENT
-
It is
agreed that there is no representation, warranty, collateral agreement or
condition
affecting this
Agreement except as expressly provided in this Agreement.
INUREMENT
-
This
Agreement will enure to the benefit of and be binding on the Parties and their
respective heirs,
executors, administrators and permitted successors and assigns.
TITLES/HEADINGS
-
Headings are inserted for the convenience of the Parties only and are not to be
considered when
interpreting this Agreement.
GENDER
-
Words
in the singular mean and include the plural and vice versa. Words in the
masculine
mean and include the
feminine and vice versa.
GOVERNING LAW
-
This
Agreement will be governed by and construed in accordance with the laws of the
Province of Ontario.
SEVERABILITY
-
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.
WAIVER
-
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.