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INEPENDENT CONTRACTOR AGREEMENT made this  ---------------- day of  -------------- 200—


BETWEEN                                          --------------------------------------------                    ------------------------------

                                                               INDEPENDENT CONTRACTOR                           Telephone                

AND                                                                                                                                  OF THE FIRST PART

                                              ADENET INTERNATIONAL, a company in Ontario

                                                                                                                                          OF THE SECOND PART

                  WHEREAS we are engaged in the business of providing services in various areas and are desirous

of utilizing your services as may be required from time to time; and


                  WHEREAS you are engaged in the business of providing services as an Independent Contractor and,

as such, are desirous of offering to us such services from time to time as you may be available;


                   NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the recitals, the

mutual covenants and agreements contained herein, the parties hereto covenant and agree with each other as



  1. You represent and warrant that the services to be provided to us by you shall be of the highest professional

quality and that each individual who will perform the service is a fully qualified and competent of his/her skill and no subcontracting is permitted.  We provide no training whatsoever to you.  When we contact you

to place our Purchase Order, we shall rely solely on you to decide immediately whether you can complete

our Purchase Order competently, on time and in full compliance with all terms of this agreement and our

Purchase Order.  If you cannot do so, you must immediately reject our Purchase Order.  You are fully

aware that once you accept our Purchase Order, you shall complete it competently and on time, failing

 which you alone shall be completely liable to us and our client for all resulting damages.


  1. You shall not disclose to any person any information about our clients, us, or business methods and

Practices.  By the very nature of services, in every job from us you will be automatically exposed to

our client’s information.  Such information does not belong to you, it belong to our client or us and

must remain secret at all times.  Since the nature of the service requires you to maintain the confidentiality of our client information, you will be completely liable to pay all damages to everyone who is harmed

 by you breach of this confidentiality.


  1. You shall always provide solely our address and telephone number to the participants, and you shall

Never provide any address or telephone number other than ours to our client or any other person,

Even if asked.  You shall not disclose your fees to our client, nor shall you inquire about or discuss the

Fees charged by us to our clients, nor shall you take, accept or request any monies from our client

either on your behalf or on our behalf.  In the event that you solicit and/or obtain at any time, directly

or indirectly , an order from or provide any services to a client of ours, which order or services are not

placed  or arranged by us, you agree to pay to us as liquidated damages, and not as penalty, a sum equivalent to three times the amount that we would have billed to our client.  As further measure to ensure that you do not intercept our business opportunities, we maintain a system of random checks to determine whether you are violating your agreement not to intercept our business opportunities.


  1. Both we and our client shall each have the right to cancel any purchase order at any time, without any        prior notice to you.  In the event of such cancellation, you will be paid only for the services actually performed prior to the time of cancellation, as specified herein.  Such services shall be calculated that are in a form satisfactory to us and to our client, provided that your service is received by us within 2 hours of cancellation if we so require and for the time actually you worked prior to the time of cancellation.


 5.  We shall pay the services provided by you from time to time at our standard rates, established solely by us,

       for all contractors.  One copy of each purchase order shall be deemed, upon completion of the particular

       mandate, to be your invoice to us for all of the services rendered by you in respect thereof.  We pay promptly

       in good faith at our standard rates on the clear assumption that our client is fully satisfied with the quality,

       full and timely completion of your services.  However, our payment is not proof of our or our client’s

       satisfaction.  We shall mail, subject to any adjustments, payment for your services to the address you

        provided us.  Upon confirmation from our bank that our original cheque has not been cashed, we will

        stop payment on it and issue a replacement cheque.


  1. We shall pay only for services we can sell to our clients and therefore we shall be entitled to withhold any

or all monies owing to you, or recover from you, in any one or more of the following circumstances;

(a)    If you have not complied with any of the provisions of this agreement, the purchase order or with the instructions of our client, to the extent that such instructions do not breach the terms of this agreement or the purchase order, whether provided by our client or by us; or

(b)    If you have not completed each purchase order to our and our client’s full satisfaction; or

(c)     If, when requested, you refuse or fail to testify in any proceedings in which any other aspect of your services is in question; or

(d)     If our client expresses dissatisfaction with your services and/or if our client refuses or if we have reason to believe that our client may refuse to pay all or part of our account due to:

(i)      its claim that it cannot use the services as rendered by you; or

(ii) the alleged poor or unacceptable quality of your services; or

(iii) the late delivery of your services; or

(iv) your failure to appear or your failure to remain at such place as long as required; or

(e)    if you have not returned to us all equipments, keys, access cards or other items supplied to you; or

(f)      if, when requested, you to refuse or fail to testify in any proceedings in which quality or any other aspect of your services is in question.

                   If any of the above mentioned circumstances occurs, despite any statements made by us to our clients

                   in any attempt to collect our account, which statements shall not be held against us, the amount of our

                   account to our client whether or not paid, plus all costs and damages which we may suffer, including any

                   settlement of any claim, may be set off from our payment to you for any services.  Such setoff may

                   be made whether or not we have already paid you in good faith such services.  Alternatively, at our

                   option, you shall forthwith pay such sum to us on demand.  We shall be solely responsible for the

                   conduct or settlement of any claim arising from any of the foregoing circumstances without your

                   advice or consent.  You shall not contact our client and you shall not at any time interfere with our

                   exclusive right to determine our course of action.


7. The parties acknowledge that you are solely responsible for the organization and management of your

     business and, consequently, you may render at any time similar or identical services to your clients or other

    than us and, by virtue of your responsibility to manage your own business, you alone shall be entitled to enjoy

    the profits.  If any, from the operation of your business.   The parties further acknowledge that, for the same

    reason, you alone shall suffer the losses, if any, from the operation of your business including all liabilities that

    may result from your acceptance of a purchase order which you not competently complete.  You shall be entirely

    responsible for the performance of your services, and previously approved by us; and

(a)    the method or methods which you may utilize in order to render your services to us;

(b)    the identity of the individual who shall perform your services, provided that any such individual shall be

competent, qualified to perform your services, and previously approved by us; and

(c)     the time or times at which your services shall be rendered, subject to any predetermined requirements of

our client as specified on our purchase order.

   Nothwithstanding the generality of the foregoing, you specifically accept full and unlimited responsibility for;

(i)      the full, prompt and neat completion of each purchase order according to any predetermined time schedule

in accordance with the terms set out therein and the return to us of any and all equipment, material, keys, or

access cards supplied by us or our client in connection with any such purchase order; and

    (ii) any and all of costs, damages or lawsuits that may arise from:

(a)     your provision of services which is incomplete;

(b)     the loss, physical damage or defacing of any material provided to you pursuant hereto; or

(c)      personal injury, death or property damage howsoever caused or sustained by you.


8.You are not required to perform any services at our premises at any time whatsoever.


  1. You unconditionally and irrevocably agree that you are now and shall always remain an independent contractor and you are not now our employee, you have never been our employee in the past and, in the

Future, you shall not be deemed and shall not represent yourself to any person including, but not limited to,

any government authority or agency, to be our employee in any manner whatsoever.  You shall never make statement or claim that you are or were, at any time, an employee of ours unless you are first executed an

employment agreement with us.  Any such claim or statement would be a willful lie, a distortion or a fabrication and shall constitute your intentional misrepresentation of your status as an independent contractor.  Consequently, you shall reimburse us all costs we incurred to successfully defend our position against your false statement or claim.  Your execution of this agreement shall constitute your irrevocable confirmation and warranty to us that you are an independent contractor and not our employee.  Each time you accept a purchase order from us, you will be repeating your confirmation and warranty to us that you are an independent contractor and not our employee in respect of all your services rendered pursuant thereto.  Because, we shall never engage your services as an employee, if at any time you think that you are our employee and not an independent contractor, you shall not accept any purchase orders from us and you shall immediately notify us in writing by registered mail with acknowledgement of receipt.  Furthermore, you shall not be entitled to receive any wages or benefits whatsoever from us, including, but not limited to, Canada Pension Plan contributions, Unemployment Insurance premiums, regular or overtime pay, holidays or vacation pay, sick leave or Worker’s Compensation and, since you are not our employee, we will not issue any T4 forms or other income statements or any annual summary of purchase orders.  No additional copies of our purchase orders will be provided because you are solely responsible for maintaining your own business records.  You shall be paid only for services rendered to us pursuant to one or more purchase orders from us.  We shall not be required to pay any amount to you in the nature of a base or minimum fee or standby fee.  On the basis that you are not our employee, we may cease using your services at any time without notice and without any penalty whatsoever.  You shall have full responsibility and liability for the payment of any and all amounts, such as income taxes, that may be due in respect of monies received from us.


  1. You shall supply all necessary tools and equipments which may be necessary or desirable in rendering your

services.  We shall not be liable to pay for, either directly or to you, any expenses incurred by you in respect of the services rendered to us except as specifically set out on our purchase order.


11. The parties acknowledge that you are in the business of providing services to all of your clients, including us,

       and that we, but not you, are in the business of referral services to our clients.  The parties further 

       acknowledge that you are not an integral part of our business and that we are free to purchase from any other

       person at any time the services in which you provide services to your client.


12.  You hereby release and forever discharge us, our divisions, affiliates, associated corporations, partnerships,

       directors, officers, agents, shareholders, and employees from any and all manners of action, causes of action

       suits, claims and demands whatsoever, for damages, loss or injury of any kind whatsoever, and howsoever

       arising, which may hereafter be sustained by you in consequence of your performance of or failure to

       perform any provision hereof or your acceptance of any purchase order for services pursuant hereto.


13. Any waiver or indulgence by one of the parties hereto of any covenant or conditions of this agreement or any

       purchase order pursuant hereto in favor of that party shall affect only the specific occurrence for which the

       covenant or condition was waived or indulged and shall not be deemed to be general waiver or indulgence

       of any such covenant or condition, and the respective rights of the parties hereto with respect to such

       covenant or condition shall in no way be affected or impaired, except as such rights relate to such specific



14. If any portion of this agreement is declared invalid or unenforceable, the remaining portions hereof shall

      nevertheless remain in full force and effect.  In this agreement, wherever the singular or masculine is used,

      it shall be construed as if the plural or the feminine or the neuter had been used where the context so required.


15. This agreement shall be governed and construed in accordance with the laws of the Province of Ontario and

       the laws of Canada applicable therein and the courts of the Province of Ontario shall have exclusive

       jurisdiction to ascertain any action in connection with this agreement.


16. This agreement shall ensure to the benefit of and be binding upon the parties hereto and their respective

       heirs, executers, administrators, trustee, personal representatives and successors.


17. You acknowledge that you have received such independent legal advice concerning this agreement as you

      deem necessary, that you fully understand your rights and obligations under this agreement and that you

      are executing this agreement voluntarily.


18. This agreement and each purchase order pursuant hereto together constitute the entire agreement and

       together supersede all prior written and verbal agreement between the parties.  This agreement shall not be

        modified, amended, superseded or cancelled except with the consent in writing of the parties hereto.  There

        are not and there shall not be any verbal statement, representations, warranties, undertaking or other

        agreements between the parties..  In the event that you do not accept all the terms, conditions and covenant

         set out herein, you shall not, under any circumstance whatsoever, execute this agreement.  Your acceptance

         of any purchase order from us shall constitute your full understanding and acceptance of all the terms 

         contained herein and in that purchase order.


IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first hereinbefore written .




In the presence of:



------------------------------------------------                                                              INDEPENDENT CONTRACTOR



                                                                                                                             ADNET INTERNATIONAL



                                                                                                                             Authorized Signing Officer