Independent Contractor Agreement

This Independent Contractor Services Agreement (this “Agreement“) is made as of the date it is accepted by You (the “Effective Date”) and is entered into between:

1. Rockia Inc. (o/a “Yardly”), an Alberta corporation having a principal place of business at 9650 20 Ave NW, Unit 103, Edmonton, AB (“Yardly”) and
2. You, an independent contractor who wishes to provide seasonal services such as snow removal, yard work, and lawn care or other similar maintenance services (“Provider”,”You”,“Your”), each a “Party” and together the “Parties”.

IF YOU ARE AN AGENT OR EMPLOYEE OF ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND THAT SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER

BACKGROUND

1. Yardly is in the business of subcontracting to independent contractors in the business of providing general Seasonal Maintenance Services (as defined below) such as lawn and yard maintenance, leaf removal services, yard clean-up, weed control, and snow removal who are operating their own independent businesses for their own account, and who have passed Yardly’s verifications, to connect with and enter into contracts for yard maintenance with persons who require such services.
2. You are a self-employed, independent provider of Seasonal Maintenance Services who wishes to enter into this Agreement in order to gain access to Yardly clientele for the purpose of providing seasonal maintenance to such persons and Yardly is willing to provide such access on the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and obligations contained in this Agreement, the value and sufficiency of which hereby are acknowledged, the Parties hereby agree as follows.

1. DEFINITIONS

The following capitalized terms bear the following meanings unless the context otherwise requires:

• “Yardly Technology” has the meaning given in Section 5.1;
• “Services Contract” means an agreement concluded through Yardly consisting of a request for Seasonal Maintenance Services initiated by a Customer and which is distributed to a Provider based on service scope and location. A Services Contract can consist of a single visit or recurring visits;
• “Seasonal Maintenance Services” means the seasonal maintenance You are entitled to provide from the available list set out in the Yardly provider service guides, as updated from time to time;
• “Client” means a person who is a registered Customer of Yardly and who books Seasonal Maintenance Services on behalf of themselves or a person on whose behalf Seasonal Maintenance Services are booked by an authorized Customer; and
• “Client Requirements” means the requirements for Seasonal Maintenance Services which are notified to You by a Client or Customer and which form an integral part of any Services Contract.

2. ENGAGEMENT AND SERVICE STANDARDS
   1. Engagement; Non-Exclusivity. Subject to the terms of this Agreement and satisfactory passing of any verification tests, Yardly appoints You on a non-exclusive basis as an independent yard maintenance provider on behalf of Yardly for the term of this Agreement. It is understood that no promises or representations whatsoever have been made as to the potential number of Services Contracts that You can expect at any time during the term of this Agreement. This Agreement does not provide any right for You to be offered any minimum number of Services Contracts whatsoever, at any time and You remain in control of Your status as an active service Provider available to accept new Services Contracts. Furthermore, nothing in this Agreement shall be interpreted as requiring You to provide Seasonal Maintenance Services exclusively to Yardly or its Clients. You remain free to provide Seasonal Maintenance Services and any other services to third parties.
   2. Verifications and Background Checks. You represent and warrant that You have provided accurate information to Yardly about Your background and credentials prior to entering into this Agreement and You have agreed to an acceptable criminal background check and verifications, suitable to working for Yardly’s clientele. Yardly reserves the right to carry out investigations to determine that all Providers are and remain qualified, able, and suitable to perform Seasonal Maintenance Services with the required care, skill, and diligence and concern for Yardly Clients and their property.
   3. Provider Status and Eligibility for Services Contracts When registering with Yardly to provide Seasonal Maintenance Services You must identify the maximum active Services Contracts You would like to be assigned at any given time. All Providers will be required to submit a copy of one piece of valid government issued identification, such as a Driver’s License, in order to register as a Seasonal Maintenance Services Provider with Yardly.
   4. Independent Status; No Agency. You acknowledge that You are an independent contractor and not an employee of Yardly and that Yardly has advised You to seek independent tax counsel regarding independent contractor status so that You can satisfy Yourself that on entering into this Agreement, You will in fact have independent contractor status for all purposes including income tax purposes. For greater certainty, You are solely responsible for Your own statutory remittances including but not limited to income tax, CPP, EI, employer health tax and any other similar taxes or contributions as are legally required. You have registered for your own applicable workers’ compensation coverage, met all the requirements and paid all fees in this respect. You represent and warrant to Yardly that You understand and agree that You are not an employee of Yardly and will not be entitled to: (a) any remuneration from Yardly (b) participate in any of Yardly’s employee plans, programs or benefits whatsoever, now existing or hereinafter established from time to time; or (c) receive any vacation time/pay, public holiday pay, paid leaves of absence, etc., which are only granted to employees of Yardly.  You agree to indemnify and save Yardly and its owners, officers, directors, employees and agents harmless from and against all claims, actions, demands, suits, liabilities, losses, expenses, penalties, interest, costs or damages of every nature and kind whatsoever which Yardly and/or its owners, officers, directors, employees and/or agents may have or suffer, arising out of any finding at any time by any court, tribunal or administrative body that You or any of Your employees are actually employees of Yardly. Without limiting the generality of the foregoing, You shall have no authority, without the written authorization of Yardly to bind Yardly in any act, promise, representation or contract, or to bind Yardly to perform any obligations to any third party.  You, and any person engaged by You to provide Seasonal Maintenance Services, shall not hold yourself out as being employees, partners, affiliates, or agents of Yardly.
   5. Performance Standards. Subject to Your obligations under this Agreement, You shall have sole discretion as to the management of Your business, time and resources. To the extent that such is not inconsistent with standards and procedures adopted by You for Your specific services, You agree to comply with the terms of this Agreement, Yardly’s business practices, policies and procedures notified to You from time to time.  You also agree to adhere to the Basic Services Standards set out in Section 2.6 below which are service standards required of any Providers engaged by Yardly and are intended as guidelines for best practices when providing services to Clients. You shall use all reasonable skill, care and due diligence expected of professionals in like circumstances and consistent with all applicable industry standards, currently recognized in the yard maintenance industry when performing the Seasonal Maintenance Services. More specific details on how to be successful each season will be sent to all active Providers periodically. Yardly may keep track of the quality of the services performed by You. This may be done using a combination of customer feedback and data analysis. Summaries of this information will be sent to Providers periodically to help them improve and be more successful in the future.
   6. Basic Service Standards. Client satisfaction and trust is of great importance to Yardly. Although we do not control the manner in which Providers provide Seasonal Maintenance Services, we do require that all Providers enrolled to accept Services Contracts from Yardly meet the following minimum standards which form the basis of our company’s service standards:
      1. At all times behave in a respectful manner to Clients;
      2. Complete Services Contracts on the scheduled dates defined by the service details of each contract;
      3. Leave the physical site where its Seasonal Maintenance Services are performed in a neat condition and not damage or disfigure such premises in any way;
      4. To collect, store and keep all details Personal Information of Client’s confidential and to disclose details of a Client’s Personal Information only in accordance with applicable laws;
      5. To arrive at the agreed time for appointments with the Client and to give advance warning of any unavoidable delay to Yardly, who will then notify the Client that the Provider will be delayed;
      6. Submit to Yardly, via the supplied App, before and after pictures of the work site, along with a record of the services performed, and the date and time the services were performed;
      7. To carry out the Seasonal Maintenance Services in a good, complete, and workmanlike professional manner;
      8. Comply with the Terms of Use for the Website;
      9. To comply with all applicable laws, statutes, rules and regulations relating to the provision of the Seasonal Maintenance Services;
      10. Providers responsible for any revisits necessary to complete any in-scope Seasonal Maintenance Services to satisfy customer expectations. Yardly will only provide additional pay for any work that is outside of the scope defined in the original Services Contract; and
      11. To use supplied Yardly branding material as instructed when visiting Yardly Clients to display yourself as a certified Yardly service Provider.

3. SEASONAL MAINTENANCE SERVICES
   1. Client Engagements. Each offer to perform Seasonal Maintenance Services will be initiated by a Client request and distributed by Yardly and will typically include the location of the Client, the frequency of service, and the nature of the services requested.
   2. Tools. You are responsible for providing all necessary tools and equipment directly or indirectly required, including, vehicles, shovels, gardening tools, appropriate clothing and footwear, and cell-phone, and any and all supplies required for the performance of Seasonal Maintenance Services pursuant to this Agreement. Yardly shall not have any responsibility or obligation relating to Provider’s tools.
   3. Notice of Injuries. You shall promptly notify Yardly of any injury (to others or Yourself), death, loss or damage to persons or property which is in any way related to the Seasonal Maintenance Services performed under this Agreement or happens at the home of someone receiving such Seasonal Maintenance Services, even though such occurrence was not caused or contributed to by You. 
   4. Safe Conditions. We do not perform background checks on, or pre-screen our Clients. It is also Your responsibility to assess safety and security when You arrive at the contract location and to decide whether to proceed with service delivery. You are responsible for Your own safety and for the safe performance of all Seasonal Maintenance Services under this Agreement. Yardly is not responsible for and does not undertake to provide You with a safe place to work. If You deem a particular situation unsafe, You agree to immediately notify Yardly and may withdraw from the engagement without breach. You must notify Yardly of Your withdrawal and termination of the Services Contract, and Yardly shall then notify the Client of the termination.
   5. subcontractors. You may engage subcontractors to perform any Seasonal Maintenance Services, however Providers remain responsible for any conduct, behavior, acts or omissions of the personnel they engage. Yardly shall not be liable for any of the conduct, behavior, acts or omissions of any subcontractors engaged by the Providers.
4. FEES AND PAYMENT
   1. Pricing. Yardly will, in its sole discretion, determine the prices for the Services Contracts and Yardly may update prices without notice from time to time. A price list for all Seasonal Maintenance Services and surcharges will be provided at the start of each season and updated as needed. Prices for each Service Maintenance Contract will be included with distribution of each Contract to Providers.
   2. Payments for Seasonal Maintenance Services. Clients will pay all fees for Seasonal Maintenance Services directly to Yardly in advance of service. Yardly will remit to Providers their portion of the fees for the Services along with a statement detailing Services Contracts maintained during the period. Such amounts shall be paid to Providers on a monthly Providers are encouraged, but not required to keep records of each completed Services Contract.
   3. Expenses. You are responsible for the payment of all out-of-pocket expenses incurred in the performance of the Seasonal Maintenance Services, including but not limited to travel costs, clothing, safety devices, cellular phone, vehicular costs, training materials and/or courses. In no circumstances will Yardly be liable to You for any other amounts, including but not limited to travel time, time spent administering Your business or scheduling appointments, and any costs or time incurred by You in relation to appointments which are cancelled by the Customer (as applicable).
   4. Tax Status. If required, the Provider will register for GST/HST, QST, or other value added taxes (collectively, “Sales Taxes”) and You are solely responsible for reporting and remitting such taxes to the appropriate government authority.  The Fees paid pursuant to Section 4.1 shall be inclusive of all Sales Taxes, unless indicated otherwise. You will include Your Sales Tax number and will charge Sales Tax on all invoices delivered to Yardly pursuant to Section 4.3 above.
   5. Damage Expenses. The Provider is responsible for any damage that may have occurred while servicing a property. To reduce liability, it is advised to inspect properties before each service and send Yardly photos of any potential damage before starting service on the property. In the event that a Provider causes damage or is considered to be the probable cause of damage it is their responsibility to repair or replace the damaged property. Any associated costs incurred by Yardly will be deducted from the Provider’s payout statement.
5. YARDLY INFORMATION TECHNOLOGY TERMS
   1. Access to Yardly Technology. Yardly shall make available to You access to its mobile applications, web applications, and other information (collectively “Yardly Technology”) for the purpose of facilitating connections between You and Clients.
   2. Use of the Yardly Technology. In using Yardly Technology, You agree that You will not:
      1. copy or distribute any part of the Yardly Technology without our prior consent;
      2. alter or modify any part of the Yardly Technology;
      3. upload, post, email, transmit or otherwise make available through the Yardly Technology:
         1. any material that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
         2. any falsehoods or misrepresentations or create an impression that You know is incorrect, misleading, or deceptive, or any material that could damage or harm Clients and/or Customers in any way;
         3. any unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
         4. any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or that compromises any person’s privacy;
      4. Impersonate any person or entity or misrepresent Your affiliation with a person or entity;
      5. interfere with or disrupt the Yardly Technology or disobey any requirements, procedures, policies or regulations of networks connected to the Yardly Technology or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures.
6. REPRESENTATIONS AND WARRANTIES.
   1. Yardly Warranties. Yardly represents and warrants that it has all rights required to provide access to the Yardly Technology and Yardly further represents and warrants that it has the authority and the legal right to enter into and to perform its obligations under this Agreement.
   2. Provider Warranties. At all times during the term of this Agreement, You represent and warrant that:
      1. If required by law, You are duly registered or have applied to become duly registered under the Excise Tax Act for the purposes of the Harmonized Sales Tax (“HST”) (or other applicable taxes) in respect of Your business and will so remain registered throughout the term of this Agreement.
      2. You will, at Your own expense, obtain all permits (other than building permits), licenses and certifications which may be required under any applicable federal, provincial, municipal or other local law, rule, regulation or ordinance to perform the Seasonal Maintenance Services in accordance with the terms and conditions of this Agreement and any and all Services Contracts.
      3. If You are not a citizen or permanent resident of Canada, You hereby represent and warrant that You have obtained a valid work permit that enables You to legally work in Canada and that allows You to provide the services that You will be performing pursuant to this Agreement. You further represent and warrant that You have complied with all Canadian immigration laws, rules and regulations and that Your work permit will remain valid for the duration of Your contract with Yardly.
      4. There are no actions, suits, or proceedings, pending or threatened, which will have a material adverse effect on Your ability to fulfill its obligations under this Agreement, and You will immediately notify Yardly if, during the term of this Agreement, You become aware of any action, suit or proceeding, pending or threatened, which may have a material adverse effect on Your ability to fulfill the obligations under this Agreement or any Services Contract.
      5. Comply with any and all applicable federal, provincial, municipal and other local laws, rules, regulations and ordinances applicable to You concerning the Seasonal Maintenance Services performed pursuant to this Agreement.
      6. Promptly pay and discharge all license and certification fees and business, use, sales, gross receipts, income, property or other similar or different taxes or assessments which may be charged or levied upon Provider by reason of performance of the Seasonal Maintenance Services pursuant to, or arising out of or in connection with, this Agreement.
      7. You acknowledge that Yardly is not responsible for any applicable workers’ compensation payments.
      8. In identifying his or her business with Yardly, You shall act honestly and in good faith and in a manner which will not harm the goodwill and reputation of Yardly.
   3. Disclaimer of Implied Warranties. Except for the express warranties provided in this Agreement, neither Party makes any representations or warranties of any kind.
7. RISK AND LIABILITY PROVISIONS
   1. Insurance. Yardly recommends that Providers, at their sole cost and expense, procure and maintain through the term of this Agreement, the following insurance coverages:
      1. Commercial general liability insurance with a per occurrence limit of at least $2,000,000 which insures against bodily injury (including death), property damage, and personal and advertising injury. The commercial general liability insurance will also include products and completed operations coverage, contingent employers’ liability coverage, contractual liability endorsement for liability assumed within all written contracts, and non-owned automobile liability coverage. Rockia Inc. o/a Yardly will be added as an additional insured to this policy and the insurer will waive all rights of subrogation against Rockia Inc. o/a Yardly and its affiliates.
      2. If automobiles are used in connection with the service provider’s performance of the services in this agreement: Third party liability coverage for bodily injury (including death) and property damage arising out of the use or ownership of all vehicles owned, leased, or used by the Provider with a per occurrence limit of at least $2,000,000.
      3. Property Insurance on an All Risk basis covering the property and equipment owned, leased or used by the Provider in the performance of the services.
      All insurance shall be evidenced by a certificate of insurance reasonably acceptable to Yardly.  Such insurance certificate shall show Rockia Inc o/a Yardly as a certificate holder and provide: (i) that the coverages thereon shall not be substantially modified or cancelled without thirty (30) days prior written notice to Yardly; and (ii) that Yardly shall be notified of a Provider’s failure to renew any policy listed on the certificate not later than the anniversary date for each policy, throughout the term of this Agreement.
      Providers who do not procure and maintain their own commercial general liability insurance will be covered under Yardly’s commercial general liability insurance policy. A fee will be calculated as a percentage of each Services Contract price and shown on each statement.
      YARDLY SHALL NOT BE LIABLE FOR ANY ACTS OR OMISSION WHATSOEVER OF ANY PROVIDER REGARDLESS OF WHETHER THAT PROVIDER HAS OBTAINED INSURANCE OR NOT.
   2. Indemnification. You shall indemnify, defend and hold Yardly and its affiliates and their respective officers, directors, employees, agents and shareholders, and its and their respective assigns, heirs, successors and legal representatives, harmless from and against any and all costs, losses, liabilities, damages, lawsuits, judgments, claims, actions, penalties, fines and expenses (including, without limitation, interest, penalties, reasonable attorneys’ fees and all monies paid in the investigation, defence or settlement of any or all of the foregoing) (“Losses“) that arise out of, or are incurred in connection with: (i) Your performance or failure of performance under any Services Contract, lawful or unlawful or negligent acts or omissions (whether or not such acts are within the scope of employment or authority of such employees, subcontractors or agents), and in each such case any direct or indirect results thereof; (ii) Your breach of any representation, warranty, covenant or other commitment or provision in the Agreement or any Services Contract; and (iii) all purchases, contracts, debts and/or obligations made by You.  The provisions in this Section 7.2 shall survive expiration or termination of this Agreement indefinitely.
   3. Limitation of Liability. EXCEPT FOR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY EXEMPLARY, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES TO THE OTHER PARTY (INCLUDING, WITHOUT LIMITATION, ANY PAYMENT FOR LOST BUSINESS, FUTURE PROFITS, LOSS OF GOODWILL, REIMBURSEMENT FOR EXPENDITURES OR INVESTMENTS MADE OR COMMITMENTS ENTERED INTO, CREATION OF CLIENTELE, ADVERTISING COSTS, TERMINATION OF EMPLOYEES OR EMPLOYEE SALARIES, OVERHEAD OR FACILITIES INCURRED OR ACQUIRED BASED UPON THE BUSINESS DERIVED OR ANTICIPATED UNDER THIS AGREEMENT), WHETHER FORESEEABLE OR NOT, FOR ANY CAUSE WHATSOEVER WHETHER OR NOT CAUSED BY NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.  THE PROVISIONS OF THIS SECTION 7.3 SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT INDEFINITELY.
   4. Release. Because Yardly does not verify Client or customer identities, You agree that You bear all risk and You agree to release Yardly (and their officers, directors, shareholders, agents, employees, affiliates, subsidiaries, and third party partners) (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, now and in the future, arising out of or in any way connected with Your interactions and transactions with Clients, including but not limited to any risk or actual harm suffered by You such as personal injury caused by provision of Seasonal Maintenance Services to Clients. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.
8. CONFIDENTIALITY AND PERSONAL INFORMATION.
   1. Confidentiality. You represent and warrant to Yardly that You have maintained and will maintain, in confidence, the terms and conditions of this Agreement, all financial or business plans of Yardly, any list of Clients, the terms of any Services Contract, or Yardly’s intellectual property, all information provided by any Clients, and all data, summaries or reports relating to the foregoing, whether oral or written, and have not revealed, and will not reveal, the same to any persons not employed by it except: (a) at the written direction of Yardly; or (b) as required to comply with applicable laws and regulations and orders for disclosure or audit by Your regulatory body.  Such confidentiality agreements shall not apply: (i) to information that is or becomes publicly available through no violation by You of Your obligations under this Agreement; (ii) to information furnished by a third party who was not, at the time at which such information was furnished, under a legal, contractual or fiduciary obligation to keep such information confidential; (iii) to information that was in Your possession prior to disclosure by Yardly’s and which was not subject to a prior obligation of confidentiality.
   2. Personal Information. Yardly is a booking services agency and a Provider of access to technology enabling people to find and receive yard maintenance from independent contractors.  Any personal information collected as part of creating an account, verification by Yardly or otherwise during the course of this Agreement will be stored securely in accordance with applicable privacy laws. Contact information will not be sold and will only be disclosed in connection with administration and delivery of services under this Agreement.
9. TERM AND TERMINATION
   1. Term. The Agreement shall commence on the Effective Date and will remain in full force and effect unless or until terminated in accordance with the terms of this Section 9. The Provider acknowledges that, subject to compliance with any applicable statutory provisions, the Provider shall not be entitled to any payment for loss of business opportunity, disruption, office or other similar matter on any termination of this Agreement.
   2. Termination.
      1. For Convenience. Either Party may terminate this Agreement on provision of 30 days written notice to the other Party at any time. Upon such termination for convenience, You shall receive compensation for all Seasonal Maintenance Services completed prior to the date of termination of the Agreement or the Services Contract, as applicable.
      2. For Material Uncured Breaches. Either Party may terminate this Agreement for any material breach of this Agreement by one Party which, if capable of remedy, fails to be remedied within ten (10) days of the date of written notice by the non-defaulting Party.
      3. Immediate Termination by Yardly. Yardly reserves the right to terminate this Agreement immediately if it deems, acting reasonably, that such termination is necessary for the protection of its clientele and/or business interests.  Termination reasons may include, but are not limited to the following:
         1. Representations and Warranties. Material breach of representations or warranties;
         2. Criminal Conduct. If You commit or are charged with a criminal offence, as set out in the Criminal Code of Canada, during the term of this Agreement, it may result in the immediate termination of the Agreement;
         3. Vehicular Offences. Impaired driving (blood alcohol levels being beyond the legal limit set from time to time) or reckless driving while providing Seasonal Maintenance Services;
         4. Insurance. Failure to maintain appropriate insurance in amounts sufficient to meet the minimum requirements stipulated in this Agreement;
         5. Verification. Failure to pass any periodical verification test which may include police record checks and verification of stated certifications (if any); and
         6. Complaints. Multiple complaints from Clients about Your provision of or failure to provide Seasonal Maintenance Services in the manner agreed or to the expected standards of performance.
   3. Effect of Termination.
      1. Services Contracts. If any Services Contract remains open at the expiry date of this Agreement, then, at Yardly’s sole discretion, this Agreement shall continue and expire only upon the completion of the last Services Contract then outstanding.
      2. Final Payments. Upon termination of this Agreement, Yardly will pay to Provider any outstanding amounts due and payable for previously completed Services Contracts in accordance with the terms of this Agreement.
   4. Survival. Sections 1, 2.4, 6, 7, 8, 9.3, 9.4 and 10 of this Agreement shall survive the expiration or earlier termination of this Agreement as well as any other provisions of this Agreement which must reasonably survive in order to give meaning to such provisions.
10. GENERAL PROVISIONS
    1. Independent Advice. You acknowledge that You have had the opportunity to seek financial, tax and legal advice with respect to this Agreement before entering into this Agreement.  You confirm that You are not relying on Yardly or any representations or inducements whatsoever in entering into this Agreement.  You are relying on Your own counsel and the counsel of Your own financial, legal and other advisors.
    2. Relationship of the Parties. This Agreement is intended to create an independent contractor relationship between the Parties. You will be solely responsible for the payment of all provincial, federal, municipal and other local taxes and deductions on amounts payable to You under this Agreement.  You shall indemnify Yardly for any claims relating to such payments.  You shall, at Your own expense, defend, indemnify and hold harmless Yardly, its affiliates and customers and its and their respective officers, directors and employees from and against and all claims alleging that You are an employee of Yardly or any of its affiliates or customers, and all liabilities, losses, costs, damages, penalties and expenses (including all legal fees and expenses and court costs) which Yardly, its affiliates or customers or its or their respective officers, directors and employees may incur or suffer as a result of any such claims or as a result of enforcing the indemnification provisions set out in this Section.
    3. Non-Solicitation. During the term of this Agreement and for a period of one (1) year following the effective date of the termination of this Agreement, regardless of the circumstances of such termination, You will not, without the prior written consent of Yardly either directly or indirectly, on Your own behalf or in the service or on behalf of others, attempt to solicit, divert or appropriate, for any purpose competitive with the interest of Yardly any Client which was, or is generating revenues for Yardly and to whom You had provided Seasonal Maintenance Services during the year immediately preceding the date of termination of this Agreement.
    4. Notices. Any notice, request, demand, consent or other communication provided or permitted hereunder will be in writing and given by courier delivery, or sent by registered mail, postage prepaid to the Parties at the addresses set out below and will be deemed to have been received on the date on which it was delivered or transmitted by facsimile or electronic mail, or on the third (3^rd) day next following the mailing thereof to the addresses for each Party indicated on the front page of this Agreement or such other address as a Party may designate in writing from time to time.
    5. Assignment. You may not assign any of Your rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of Yardly.  Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect.  Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
    6. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Alberta, and the laws of Canada applicable in Alberta, which will be deemed to be the proper law of this Agreement, without regard to its conflicts of law principles. Any dispute arising from, connected with or relating to this Agreement or any related matters must be resolved before the Courts of Alberta sitting in the City of Edmonton, and the Parties hereby irrevocably submit to the original and exclusive jurisdiction of those Courts in respect of any such dispute or matter.
    7. Publicity. Yardly may list You on the Yardly website and refer to You as a Seasonal Maintenance Services Provider, in communications, press releases and other publicity with prospective Clients and other interested Parties.
    8. Severability. If any provision herein will be deemed or declared unenforceable, invalid or void by a court of competent jurisdiction, the same will not impair any of the other provisions contained herein which will be enforced in accordance with their terms.
    9. Entire Agreement. The Parties intend that this writing (a) constitute the final and binding expression of their agreement and the complete and exclusive statement of the terms related to the subject matter hereof and (b) supersedes all prior negotiations, representations and agreements related to said subject matter. This Agreement may not be modified except by a written amendment referencing this Agreement and signed by both Parties.
    10. Remedies; Waiver. No failure or delay by a Party to exercise any right, power or privilege provided under this Agreement or by applicable law will operate as a waiver. No single or partial exercise of any such right, power, or privilege will preclude any other or future exercise of any other right, power or privilege. The remedies provided under this Agreement are cumulative and are not exclusive of any rights or remedies provided by law.

Updated on: August 13, 2020