Your acceptance of this Purchase Order (P.O.) and all other P.O.s from US (“we”, “our”, “ours” and “us”) shall constitute your full understanding and acceptance of all the terms contained herein and in the Independent Contractor Agreement which apply to each and every P.O. from us.  In the event that you do not accept all the service, terms, conditions and covenants set out herein, you shall not, under any circumstance what so ever, proceed with this or any other P.O. and shall immediately notify us.

From:                                               To:                              Time Spent:                      $                                                    

                                                                                                         Travel Allowance $:                                           

                                                                                                         Total Fee ……    $                                         

P.O. No.                                    Issued on:                            200     by:                       authorized signing officer.

To:                                                                                                        Contractor providing services.

Date:                                                                                                      Service:                                                        

Time:                                           Location:                                                                                                                  

Reference Name:                                                                                   Ask for:                                                     

Our client and/or our contact includes the principal for whose benefit your services are performed and all agents thereof,

every person you may be exposed to in the course of providing services on our behalf, and any person to whom you may

be referred to by the person for whom you are working or by any of the participant.  Time shall be of the essence.

It is absolutely critical for you always to arrive 10 minutes early since being late could be very expensive to every one concerned,

Including you, since you entirely responsible for all costs and damages that result from your failure to be on time.      

If, and strictly for reasons absolutely beyond your control, you are going to arrive late, you must telephone us as soon as you

Become aware that you will be late and, in any event, before the scheduled time.  If, once you have arrived at the location, you are unable to locate our client within 10 minutes after the scheduled time, you shall immediately telephone us for further instructions.  You shall not leave the scheduled location without our or our client’s approval.                                                 

You shall introduce yourself to our client and to all other participants solely with our order form and shall not, at any time,

give out any other forms or business cards or method of contacting you.  You shall not disclose for any reason whatsoever

your address even if you are asked such information because any such action is deemed to be an attempt to take away from us the business opportunities that arise from our contacts and the participants.  Any misuse of our forms will be considered to be fraudulent and misrepresentation.

You shall notify us prior to accepting this or any other P.O.  Our clients require individuals who are professional, neutral and who act as such.  Your job is to provide a service, not to counsel.  Therefore you must not express your personal opinions or enter into discussions with our client and the participants.  You shall not undermine your professionalism by becoming overly friendly or by discussing personal matters or by giving rides to or accepting rides from any of the participants.  You shall dress and behave in a businesslike manner because your businesslike appearance and behavior will reflect positively on you and us.

We pay at our standard rates according to time or contract.  If you fail to complete his P.O. competently and timely or if you fail to abide by any of your contractual obligations, we may deduct any amount payable to you. You may not be paid for this assignment, be charged liquidated damages, and you alone may be held liable for all resulting damages.  We shall pay you 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.

(i)                  If you are not complied with any of the provisions of this P.O. or the contract agreement or the service instructions of our client to the extent that such instructions do not preach the terms of this P.O. or of the agreement, whether provided by our client or by us, or

(ii)                If you have not completed this P.O. to our and our client’s full satisfaction; or

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

(iv)              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 the alleged poor or unaccepted quality of your services; or

(v)                Your failure to appear or your appearance at the scheduled time or place of work or failure to remain at such place as long as required. 

If any of the above-mentioned circumstance occurs, despite any statements made by us to our client in our attempt to collect our account, which statements shall not be held against us, the amount of the 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 for 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 forgoing 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.  We pay promptly with 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.

You represent and warrant that the services provided to us shall be of the highest professional quality and that each individual who will perform the job is a fully qualified and competent worker.  Subcontracting is permitted provided that we are notified of your intentions prior to the assignment and that we approve your choice of a subcontractor.  We may cancel your P.O. and re-assign it to a subcontractor of our choice should we disapprove your choice.  We rely solely on you to decide immediately whether you can complete this P.O. competently, on time, and in full compliance with all the terms of this P.O. and the Independent Contractor Agreement.  If you cannot do so, you must immediately reject this and any future P.O.s where this may be applicable.

Confidentiality with regards to what is discussed while on this assignment is of the utmost importance.  You shall not disclose to any person any information about our client, us, or our business methods and practices.  Such information does not belong to you, it belongs to our client and/or us and must remain secret at all times.  If you disclose any of our or our client’s information, you could cause harm to us and to many persons, businesses or governments and not to our client or us, and you shall be completely liable to pay all damages that are caused by your preach of confidentiality.  You shall not disclose your fees to our client, nor shall you inquire about or discuss the fees charged by us to our client, nor shall you take, accept or request any monies from our client either on your behalf or on our behalf.  You shall refer to us all inquiries, requests for future service, referrals or leads, including business, provided by any participant in the assignment pursuant to this P.O.  You shall not contact nor shall you attempt to direct any of our clients or any one else away from us nor shall you solicit orders for services from any of our clients or from any other party you met as a result of this assignment either for your self or any other party.  If our client or one of the participants contacts you directly, you shall notify us immediately of the occurrence and let us know how such client was able to do so.  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 lead was obtained either directly or indirectly as a result of previous P.O., which order or services were not placed or arranged by us, you agree to pay us as liquidated damages, and not as penalty, a sum equivalent to three times the amount that we would have billed our client or the actual amount paid by our client to you whichever is greater.  We invest enormous amount of money in finding contacts and leads and developing them into clients.  Consequently, we must protect our investment by ensuring that we receive all leads, inquiries, referrals and requests for services from our clients.  If you offered to provide your services or if you were asked your services directly to our contacts or clients, you would be intercepting our business opportunities.  Our business include all leads, inquiries, referrals and requests for services arising from all texts and references supplied to you and from our contacts, client or all participants in events to we send you.  Your own business opportunities arise from leads, inquiries, referrals and requests for services made by anyone who is not our contacts or clients or any person you may be exposed to through us.  While we do not wish to question your integrity, we want you to know that if you make or attempt to make direct arrangements for your services with any of our contacts, clients or participants at any event to which we send you, you will be liable to pay us the liquidated damages as provided above. As a further measure to ensure that you do no 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. 

This P.O. shall be deemed to be tour invoice to us for all of the services rendered by you pursuant hereto.  “Completion of this P.O.” means reporting to us the information related to this P.O. upon completion as outlined above in subsection (a) to (g).  For P.O.s occurring on the penultimate business day of the month, reporting must take place no later than 5.00 p.m. in order for us to pay you for this P.O. on the first business day of the month.  For P.O.s which are completed after 5.00 p.m. on the penultimate business day of the month, payment will be made on the first day of the next month.  We shall mail, subject to any adjustments, payment for your fees to the address you provided us, on or before midnight on the first business day of the month, for your services provided to us and supposedly completed to our and our client’s full satisfaction during the period from the last business day of the second proceeding month to 5.00. p.m. on the penultimate business day of the immediate proceeding month (both days inclusive).  If you do not receive our cheque by the 15^th day of the month, then you shall advise us no sooner than the 16^th.  Upon confirmation from our bank that our original cheque has not been cashed, we will stop payment on it and issue a replacement cheque.              

You unconditionally and irrevocably agree that you are now and shall always remain an independent contractor, that you are not now our employee, that you have never been our employee in the past, and in the future, that 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 any statement or claim that you are or were, at any time, an employee of ours unless you have first executed an employment agreement with us.  Any such statement or claim would be a willful lie, a distortion or 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 acceptance of this P.O. from us shall constitute your irrevocable confirmation and warranty to us that you are an independent contractor and not our employee.  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 this or other P.O. 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, Employment Insurance premiums, regular or overtime pay, holidays or vacation pay, sick leave or workers’ Compensation and, since you are not our employee, we will not issue any T4 forms or other income statements or any annual summary of P.O.s.  No additional copies of this P.O. will be provided because you solely responsible for maintaining your own business records.