Coaches Contract Agreement
INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT is BETWEEN:
101133596 SASKATCHEWAN INC.
D.B.A. CANADIAN ELITE ACADEMY
(the “Non-Profit Corporation”)
- and –
The Coach (the “Contractor”)
WHEREAS the Corporation operates a network that provides opportunities for individuals who wish to engage in sporting activities for which they require coaches (the“Business”) at various facilities around Saskatchewan (the “Facility”); AND WHEREAS the Corporation wishes to retain the services and expertise of the Contractor to provide certain services to the Corporation and the Contractor has agreed to provide same on the terms and conditions hereinafter set forth;
AND WHEREAS the Contractor has the experience and expertise to provide such services in accordance with the terms and conditions set forth herein or as the Corporation may determine from time to time, acting reasonably;
NOW THEREFORE in consideration of the premises and the mutual covenants, terms, conditions and agreements contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS
“Agreement” means this agreement, including any schedules to this agreement, as the same may be amended, supplemented or restated in writing from time to time; “Claims” means, in respect of any matter, all judgments, executions, suits, dues, accounts, bonds, covenants, contracts, claims, demands, proceedings, deficiencies, actions, causes of action, damages, losses, penalties, costs, liabilities, fines, interest and expenses (including, without limitation, legal fees on a solicitor and own client basis) arising directly or indirectly as a consequence of such matter;
“Equipment” means any equipment supplied by the Corporation for the purposes of fulfilling the Services;
“Fees” has the meaning set forth in Section 6;
“Person” means any individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, governmental body, or any other entity whatsoever;
“Services” means the services to be provided by the Contractor in accordance with this Agreement as are set out in Schedule A ; and
“Term” has the meaning set out in Section 3.
2. APPOINTMENT
2.1 The Corporation hereby appoints the Contractor and the Contractor accepts such appointment to provide the Corporation with the Services based upon and in accordance with the terms and conditions set forth in this Agreement.
2.2 The Corporation and the Contractor specifically acknowledge and agree that nothing in this Agreement shall prevent the Corporation from engaging such other Persons to perform similar or the same services for the Business as the Corporation deems appropriate.
3. TERM AND TERMINATION
3.1 The initial term of this Agreement shall be one year, commencing on the day of the electronic signature and ending on June 31 of the following year and shall continue from year to year thereafter until terminated in accordance with the provisions of this Agreement (“Term”).
3.2 This Agreement may be terminated by either party at any time after providing the other party with 30 days written notice of such termination.
3.3 In the event of termination of this Agreement, the Contractor shall immediately cease all further performance of the Services for the Corporation.
4. OBLIGATIONS OF CONTRACTOR
4.1 The Contractor acknowledges covenants, represents and warrants to and agrees with the Corporation as follows:
(a) The Contractor agrees to devote such time and resources as are necessary to perform the Services based upon and according to the scope of such Services.
(b) The Contractor shall perform the Services in a proper, professional, prudent, diligent, careful and skillful manner in accordance with good industry practices and standards (which the Contractor represents and warrants to the Corporation that he/she and their representatives have the education, training, qualifications and skill to be able to do), in accordance with all applicable laws, in accordance with the terms and conditions of this Agreement.
(c) The Contractor shall promptly give the Corporation notice of any facts, events, occurrences, developments, circumstances, transactions, changes or any conditions which either individually or in aggregate have or could be expected to have a negative impact on the performance of the Services.
(d) The Contractor shall not make any express or implied covenants, representations or warranties or incur any debt or assume or create any other obligation in the name of or on behalf of the Corporation. The Contractor shall not make any statement to any third party or do any advertising or use material on its letterhead, business cards, or otherwise, that might lead any third party to believe that it has the authority to assume or create any obligation on behalf of the Corporation.
(e) The Contractor shall not do anything to compromise the goodwill of the Corporation.
(f) The Contractor acknowledges to and agrees with the Corporation that without affecting any right of termination or other remedies that Corporation may have under this Agreement, in the event that the Contractor is in breach of their obligations under this Agreement the Corporation may suspend the performance by the Contractor of the Services.
5. OBLIGATIONS OF THE CORPORATION
5.1 The Corporation acknowledges, covenants, represents and warrants to and agrees with the Contractor as follows:
(a) The Corporation shall provide the following reasonable supplies, Equipment and services to the Contractor to enable them to perform the Services:
(i) access to the Facility where the Services are to be provided; and
(ii) access to all sporting Equipment located in the Facility, subject to any further equipment that the Contractor shall be required to provide on their
own, as set out in the description of the Contractor’s Services; and
6. CONSIDERATION
6.1 The Corporation and the Contractor agree that in consideration of the Contractor providing the Services, the Contractor shall be entitled to those fees as set out in the Services (the “Fees”).
7. INDEMNITY
7.1 The Contractor covenants to and agrees with the Corporation to indemnify and to save and hold the Corporation and its directors, officers, employees, agents and other representatives harmless from and against any and all Claims which may be brought or made against the Corporation or its shareholders, directors, officers, employees, agents, contractors and other representatives or which the Corporation or its directors, shareholders, officers, employees, agents, contractors or other representatives may suffer or incur in respect of or arising out of or incidental to:
(a) the injury to or death of any person, or damage to or loss or destruction of any property, howsoever caused, attributable to the Contractor;
(b) the Contractor’s non-performance, non-fulfillment, inaccuracy, incorrectness, breach or other default of their representations, warranties, covenants, agreements and other duties and obligations hereunder; except to the extent caused by the gross negligence or wilful misconduct of the Corporation, or its directors, shareholders, officers, employees, agents, consultants or other representatives.
(c) Any reassessment by Canada Revenue Agency or other taxing authority relating to the treatment of amounts payable hereunder as payment for something other than independent contractor services.
8. NATURE OF RELATIONSHIP
8.1 The relationship between the Corporation and the Contractor, and any additional trainer engaged by the Contractor, is that of independent contractor and nothing in this Agreement may be construed as creating any form of employment relationship, partnership, joint venture or joint relationship between the parties. The Contractor shall not act or attempt to act, or represent himself, directly or by implication, as an employee, partner, agent or joint venturer of the Corporation. The Corporation shall have no liability or responsibility for the withholding, collection or payment of income taxes, goods and services taxes, provincial sales taxes, employment insurance premiums, pension plan premiums, contributions to the Workers’ Compensation fund, statutory or other taxes, or payments of any other nature for or on behalf of or in respect of or for the benefit of the
Contractor or its representatives.
8.2 This Agreement shall not make either party the agent or legal consultant of the other party. Neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party, with regard to any manner or thing whatsoever, unless otherwise specifically agreed upon in writing.
9. DISCLAIMER
9.1 To the extent permitted by applicable laws, the Contractor covenants and acknowledges to and agrees with the Corporation as follows in respect of the Services and the use of the Equipment in the performance of the Services and in respect of any Claims arising therefrom or otherwise under this Agreement, which the Contractor may have against the Corporation:
(a) Neither the Corporation nor its directors, shareholders, officers, employees, agents, contractors or other representatives shall be liable to the Contractor or its representatives for any special, indirect, consequential, incidental, punitive or aggravated damages, including any damages for loss of use, loss of profits, or loss of opportunity or for any interruption or disruption in Contractor’s business for any reason whatsoever, or for any property damage, or personal injury (including death), whether based in contract (including fundamental breach or breach of a fundamental term), tort (including negligence but excluding gross negligence or wilful misconduct), strict liability, breach of warranty or condition, misrepresentation or any other legal theory, at law or in equity, even if the Corporation has been advised of the possibility of such damages;
(b) Without intending to limit the scope and effect of this section 12, the Contractor agrees that the maximum aggregate amount of any potential liability of the Corporation and its directors, shareholders, officers, employees, agents, contactors and other representatives to the Contractor and his representatives arising from Claims under this Agreement in any and all circumstances shall not exceed $10,000.00; and
(c) The Contractor acknowledges and agrees that the foregoing exclusions and limitations of liability in respect of claims in this section 12 represent the parties’ agreement as to the allocation of risk between the Contractor and the Corporation in connection with their respective obligations under this Agreement, and that the consideration to be paid by the Corporation to the Contractor for the performance of the Services hereunder reflect, and are set in reliance upon this allocation of risk.
10. ASSIGNMENT
10.1 The rights of the Contractor under this Agreement are personal in nature and neither this Agreement nor the rights or obligations of the Contractor under this Agreement shall be assignable in whole or in part on behalf of the Contractor.
11. SEVERABILITY
11.1 Should any part or provision of this Agreement be held unenforceable or in conflict with the applicable laws or regulations of any applicable jurisdiction, the invalid or unenforceable part or provision shall, provided that it does not go against the essence of this Agreement, be replaced with a revision which accomplishes, to the extent possible, the original commercial purpose of such part or provision in a valid and enforceable manner, and the balance of this Agreement shall remain in full force and effect and binding upon the parties hereto.
12. HEADINGS
12.1 The headings and paragraph numbers appearing in this Agreement or any schedule hereto are inserted for convenience of reference only and shall not in any way affect the construction or interpretation of this Agreement.
13. ENTIRE AGREEMENT
13.1 This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, arrangements, dealings or writings between the parties. This Agreement may not be varied except in writing signed by the parties’ authorized representatives.
14. FURTHER ASSURANCES
14.1 Each of the parties hereby covenants and agrees to execute and deliver such further and other agreements, assurance, undertakings, acknowledgments or documents and do and perform and cause to be done and performed any further and other acts and things and assurances as may be necessary or desirable in order to give full effect to or better perform this Agreement and every part hereof.
15. TIME
15.1 Time is of the essence hereof.
16. GENDER
16.1 Words importing the singular number only shall include the plural and vice versa and words importing gender shall include the masculine, feminine and neuter genders and words importing individuals shall include other persons and vice versa.
17. WAIVER
17.1 No waiver of a breach or default hereunder shall be considered valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature.
18. NOTICES
18.1 Notices: All notices, demands or other communications authorized or required to be given hereunder shall be in writing or by written telecommunications, and shall be deemed to have been duly given: (i) if delivered by courier, when received by the addressee or (ii) if sent by confirmed telecommunication, one (1) business day following transmission to the addressee at the addresses set forth below or such other address as either party may specify in writing.
If to the Corporation:101133596 Saskatchewan Inc.
Address: 215 Gillam Place, Saskatoon, Saskatchewan S7N 3R9
Attention: Dr. Darren Cannell
Telephone: 306-361-5206
Email:info@canadianeliteacademy.com
If to the Contractor:
Attention:
Telephone:
Facsimile:
Email:
19. BINDING AGREEMENT
19.1 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
20. COMPLIANCE WITH ALL LAWS
20.1 The Contractor shall comply with all applicable law in the performance of its rights and obligations under this Agreement, and shall take prompt action to remedy any violation that occurs or is discovered during the term of this Agreement.
21. GOVERNING LAW
21.1 This Agreement shall be governed and interpreted according to the laws of the Province of Saskatchewan and the federal laws of Canada applicable herein.
22. INDEPENDENT LEGAL ADVICE
22.1 The Contractor acknowledges and agrees it has obtained or has been afforded the opportunity to obtain independent legal advice with respect to this Agreement and all documents and transactions related thereto. The Contractor fully understands the nature and consequences of this Agreement and all documents and transactions related thereto.
23. COUNTERPARTS AND FACSIMILE
23.1 This Agreement may be executed in counterparts, each of which when so executed and delivered shall be deemed to be an original and together shall constitute one and the same agreement. This Agreement may be signed either by original signature or by electronic signature, and such electronic copy shall be legally effective to create a valid and binding agreement between the parties hereto in accordance with the terms hereof.
SCHEDULE A
Services
The Contractor shall provide the following services (the “Services”)
Coaching, Instructing Sport skills to the identified group of participants
The Fees payable for such services shall be:
a) The Head instructor for a session will be paid 50 dollars an hour
b) The Assistant instructor for a session will be paid 40 dollars an hour
c) The intern coach will be paid 20 dollars an hour
d) The photographer is paid 20 dollars an hour
e) The head instructor for a private lesson will be paid 60 dollars an hour
If the enrollment numbers for the session reach 13, we will hire an intern coach to work with the head coach. The head coach will be required to plan and coach the session. The intern coach cannot be a family member of the head coach and needs to be approved by the academy and have the necessary documentation and credentials. The approval of a coach working at the academy must be made before and not after they start.
The academy can never be a recruitment tool for any club or school team. Coaches are expected to arrive 15-20 minutes before the sessions start and set up the gym so instruction can begin as soon as possible. The academy never supplies volleyball.
The academy sessions guidelines are provided so the appropriate athletes will attend, but we do not restrict gender or skill level. If an athlete believes they will benefit from the session, we will do our best to coach the athletes in an individual training fashion. There is no tryout or evaluation to see if the athlete is a good fit for the skill training. The academy coaches do their best to make the instruction fit the athletes, not the other way around. Coaches are expected to be flexible, knowledgeable and able to adapt to make the sessions a valuable experience for a broad skill level, age and gender of the athletes. We do not build teams we train individual athletes so they can go back to their school, club or league and apply the taught skills there.