RETAINER CONSULTING AGREEMENT

This Retainer Consulting Agreement (the “Agreement”) is effective [DATE],

BETWEEN: [NAME OF THE CLIENT], (the “Client”), an individual with their main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

AND: [NAME OF THE CONSULTANT], (the “Consultant”), an individual with their main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

Collectively, the Client and Consultant shall be referred to as the “Parties.”

WHEREAS, the Client is engaged in the business of [BRIEFLY DEFINE THE BUSINESS];

WHEREAS, the Consultant has expertise in one or more fields of business that the Consultant offers and wishes to provide its services to the Client;

WHEREAS, the Client has an interest in engaging with the Consultant;

Whereas, both Parties wish to evidence their contract in writing and both Parties have the capacity to enter into and perform this contract;

NOW THEREFORE in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows:

INCORPORATION OF RECITALS

The

arties agree that the Recitals are true and correct and are incorporated into this Agreement as though set forth in full.

RELATIONSHIP

The Consultant

acknowledges that they are solely an Independent Contractor

and are

not an employee, agent, partner

or joint venture of the Client. The Client will provide the Consultant

with the details of t

he Services it wants the Consultant

to undertake and

perform henceforth. The Client

shall not withhold any taxes or any amount or payment due to the

Consultant

and which it owes to the Consultant

in regard to the

ervic

es rendered by it to the Client

TERM

The present Agreement shall come into force on the Effective Date hereof and shall remain in force for a period of [

NUMBER

OF MONTHS] months starting from the

ffective

ate hereof and shall terminate at the expiration of the term hereof.

SERVICES

During the

m of this Agreement, the Consultant

s hereby retained by the Client

on a non-exclusive basis to provide strategic

onsul

tanc

y services (the

“Services”) to the Client

The description and details of

ervices are

described

in Exhibit A “Services

” which is attached to this Agreement and made a part hereof.

PAYMENT

The Consultant shall raise an invoice

the completion of every month and the Client shall make payment for the consultant fee within

[

NUMBER OF

DAYS]

days’ time from the receipt of invoice.

The invoice shall mention the

verage

and any expenses incurred, with documentation as necessary and prudent to verify charges.

If the Client does not make the payment

with

the

stipulated time period

then the Consultant reserves

the

right to withhold the Services until the monthly payment is made.

The Client will be charged for additional products and/or services as ordered by the Client which are not part

of the Services covered in clause 4

of this Agreement, at the Consultant’s current rates for such additional products and/or services.

The Client shall make the payment within [

NUMBER OF

DAYS] days after the receipt of the invoice from the Consultant. The payment shall be made via [

METHOD OF PAYMENT

In case there is a discrepancy with the invoice

the same shall be communicated to the other

arty and the same shall be resolved amicably and in accordance with the terms of this Agreement.

PERFORMANCE OF SERVICES

The manner in which the Services are to be performed and the specific hours to be worked by

the

Consultant shall be determined by

the

Consultant.

The

Client will rely on

the

Consultant to work as many hours as may be reasonably necessary to fulfill

the

Consultant's obligations under this Agreement

The

Consultant agrees to devote a minimum time of five days per month to perform the

ervices for the Client. The Client will rely upon

the

Consultant to work such number of days or hours as is reasonably necessary to fulfill the purpose of such

onsultan

cy work

CONFIDENTIALITY

Definition: “Confidential Information” means any proprietary information, technical data, trade secrets or know-how of the

Client

, including, but not limited to, research, business plans or models, product plans, products, services, computer software and code, developments, inventions, processes, formulas, technology, designs, drawings, engineering, customer lists and customers (including, but not limited to, customers of the

Client

on whom

the

Consultant

called or with whom

the

Consultant

became acquainted during the

erm of his performance of the Services), markets, finances or other business information disclosed by the

Client

either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment. Confidential Information does not include information which: (a) is known to

the

Consultant

at the time of disclosure to

the

Consultant

by the

Client

as evidenced by written records of

the

Consultant

, (b) has become publicly known and made generally available through no wrongful act of

the

Consultant

, or (c) has been rightfully received by

the

Consultant

from a third party who is authorized to make such disclosure.

Non-Use and Non-Disclosure.

The

Consultant

shall not, during or subsequent to the

erm of this Agreement: (i) use the

Client

’s Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the

Client

, or (ii) disclose the

Client

’s Confidential Information to any third party. It is understood that said Confidential Information is and will remain the sole property of the

Client

The

Consultant

shall take all commercially reasonable precautions to prevent any unauthorized use or disclosure of such Confidential Information.

The

Consultant

, his/her servants, agents, and employees shall not use, disseminate or distribute to any

erson, firm or entity, incorporate, reproduce, modify, reverse engineer, decompile or network any Confidential Information, or any portion thereof, for any purpose, commercial, personal, or otherwise, except as expressly authorized in writing by the Manager then appointed by the

Client

. Upon completion of the Services, or termination of this Agreement, or at any time thereafter,

the

Consultant

and his/her servants, agents, and employees shall promptly return to the

Client

, or upon the request of the

Client

shall destroy or delete, all such tangible and intangible Confidential Information, including, but not limited to, any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by

the

Consultant

pursuant to his/her performance of the Services or otherwise belonging to the

Client

. If requested by

the

Client

, upon the termination or expiration of this Agreement with the

Client

the

Consultant

agrees to and shall execute and deliver a termination certification attesting to the performance of the terms and conditions of this Section 7.2

which may be provided by

the

Client

in its sole discretion and timing.

NON-COMPETITION AND NON-SOLICITATION

The

Consultant

shall not, directly or indirectly, engage in soliciting of the existing or potential clients of the

Client

. It shall also not market its own services to the existing or potential clients of the

Client

. The

Consultant

hereby further covenants and agrees that during the

erm of this Agreement, and for a period of [

NUMBER OF

YEARS] years following the termination of this Agreement, the

Consultant

shall not, for whatever reason, either individually or in partnership or jointly or in conjunction with any Person as a

Consultant

, agent, employee, shareholder, owner, investor, partner or in any other manner whatsoever, directly or indirectly, carry on or be engaged in or be concerned with or interested in, or advise, lend money to, guarantee the debts or obligations of or permit its name or any part thereof to be used or employed by any

erson engaged in or concerned with or interested in

business similar to that of the

Client

nor shall it hold in stock or solicit or be directly engaged or interested in soliciting orders for any services similar to or competitive with the services being rendered within the Territory to the existing or potential clients of the

Client

The

Consultant

acknowledges that the restrictions contained in Section 8.1

are

reasonable and valid and necessary for the protection of the business and operations of the

Client

and that any breach of the provisions will cause the

Client

substantial and irreparable harm

which may not be adequately compensated for by monetary award of damages to the

Client

. Accordingly, it is expressly agreed by the

Consultant

that in the event of any such breach, in addition to any other remedies which may be available to it, the

Client

shall be entitled to and may seek an order for specific performance and other injunctive and equitable relief as may be considered necessary or appropriate to restrain or enjoin the

Consultant

from any further breach of the terms hereof

and the

Consultant

hereby waives all

defenses

to the strict enforcement by the

Client

of the restrictions herein.

The

Consultant

shall not during the term of the Agreement and [

NUMBER OF

YEARS] years thereafter solicit or poach upon any employee or clients or any team member of the

Client

TAXES

The

Consultant

shall be responsible for paying its own taxes and the

Client

shall not deduct any statutory taxes from the compensation that it offers to the

Consultant

The

Consultant

shall not be eligible for any allowances that are given to the employees of the

Client

LIABILITY

10.1 Except with respect to the Parties’ indemnification obligations, neither Party shall be liable to the other for any special, indirect, incidental, punitive, or consequential damages arising from or related to this Agreement, including bodily injury, death, loss of revenue, or profits or other benefits, and claims by any third party, even if the Parties have been advised of the possibility of such damages. The foregoing limitation applies to all causes of action in the aggregate, including without limitation to breach of contract, breach of warranty, negligence, strict liability, and other torts.

RIGHT TO INJUNCTION

The

arties hereto acknowledge that the

ervices to be rendered by the

Consultant

under this Agreement and the rights and privileges granted to the

Client

under the Agreement are of a special, unique, extraordinary and unusual character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by the

Consultant

of any of the provisions of this Agreement will cause the

Client

irreparable injury and damage. The

Consultant

expressly agrees that the

Client

shall be entitled to injunctive and other equitable relief in the event of or to prevent a breach of any provision of this Agreement by the

Consultant

. Resort to such relief, however

shall not be construed to be a waiver of any other rights or remedies that the

Client

may have for damages or otherwise. The various rights and remedies of the

Client

under this Agreement or otherwise shall be construed to be cumulative and no one of them shall be exclusive of any other or of any right or remedy allowed by law.

INDEMNIFICATION

The

Consultant

hereby agrees to defend, indemnify and hold harmless the

Client

against any liability, losses, damages or costs (including any legal costs) incurred or suffered by the

Client

as a result of any breach, negligent act or omission or

willful

default on the part of the

Consultant

, or its Representatives arising either directly or indirectly from the performance (or non-performance) by the

Consultant

or any of its Representatives of any obligations under this Agreement.

TERMINATION

Either

arty can terminate this

greement with

[

NUMBER OF

DAYS]

days’ notice; termination will take effect immediately on the 31st day.

Any outstanding liability for project(s) completed is to be satisfied within this 30-day period.

Either Party shall have the right to terminate this Agreement with

mmediate effect, if:

he other Party fails to perform any material obligations under this Agreement, and such failure continues unheeded for a period of

[

NUMBER OF

DAYS]

days following receipt of written notice of such failure, or

there is a

failure

either

arty to pay for products or services purchased in accordance wi

th the terms of this

greement.

he other Party enter

into liquidation, either voluntary or compulsory, or become

nsolvent, or enter

into composition or corporate reorganization proceedings or if execution be levied on any goods and effects of the other Party or the other Party enter

into receivership or

ankruptcy.

Upon termination of this Agreement,

the

Consultant will transfer, assign, and make available to

the

Client, or

the

Client’s

epresentative, all Work Product in

the

Consultant’s possession or control belonging to

the

Client hereof; subject, however, to any rights of third parties of which

the

Consultant has informed

the

Client.

Upon termination of this Agreement, any projects or arrangements which remain incomplete and cannot be assigned to

the

Client shall be completed by

the

Consultant

consistent with the terms and conditions of this Agreement. Except as provided in the previous sentence, upon termination of this Agreement,

the

Consultant shall immediately deliver to

the

Client all Work Product belonging to

the

Client. Notwithstanding the foregoing, it is understood by the

arties that

the

Consultant may keep archival copies of

the

Work Product for historical purposes and internal use.

INTELLECTUAL PROPERTY RIGHTS

If at any time during the term of this Agreement, the

Consultant

participates in the making or discovery of any Intellectual Property directly or indirectly relating to or capable of being used by the

Client

, full details of the Intellectual Property shall immediately be disclosed in writing by the

Consultant

to the

Client

and the Intellectual Property shall be the absolute property of the

Client

At the request and expense of the

Client

, the

Consultant

shall give and supply all such information, data, drawings and assistance as may be necessary or

in the opinion of the

Client

desirable to enable the

Client

to exploit the Intellectual Property to the best advantage (as decided by the

Client

). The

Consultant

shall execute all documents and do all things which may, in the opinion of the

Client

, be necessary or desirable for obtaining copyright, design or other protection for the Intellectual Property and for vesting the same in the

Client

, as the

Client

may direct.

NOTICES

Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email

the email address

as provided by the

arties and shall be considered sent when the email is sent to the correct email address of the

arty or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the

arty for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions. In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7

) Business Day following resumption of regular postal service:

If to the

Consultant

[NAME AND ADDRESS]

If to the

Client

: [NAME AND ADDRESS]

Either

arty may change its address/email address for notices and other communications upon notice to the other

arty in the manner aforesaid.

FORCE MAJEURE

The

Parties are

not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

AMENDMENT OF AGREEMENT

This Agreement may be amended by, and only by, a written resolution setting forth in detail

the amendment

and signed by

both

the

arties.

ASSIGNMENT

The

Client

may sell,

transfer,

and assign any or all of its rights and obligations arising from this Agreement to any Person, upon notice to the

Consultant

, provided that the assignee shall agree in writing to be bound by the covenants and agreements contained herein and so assigned by the

Client

. Upon such assignment and assumption, the

Client

shall be under no further obligation hereunder with respect to any of the rights and obligations so assigned.

The

Consultant

shall not assign or transfer its rights or obligations under this Agreement or any document relating to this Agreement to any Person without the prior written consent of the

Client

This Agreement shall be binding upon and

nure to the benefit of the

arties hereto and their respective successors and permitted assignees. Any attempted assignment in violation of this

ection shall be void and of no effect.

REPRESENTATIONS AND WARRANTIES

Both

arties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third

party or violate any other agreement between the Parties, individually, and any other

erson, organization, or business or any law or governmental regulation.

WAIVER

The failure by either Party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.

SEVERABILITY

In the event that any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.

ALTERNATIVE DISPUTE RESOLUTION

The Parties to this

greement agree to attempt in good faith to resolve any conflicts

disputes, or claims arising out of this Agreement by negotiation. If applicable, Parties agree to consider the utilization of Alternative Dispute Resolution (ADR) procedures in situations concerning disputes between the Parties.

LEGAL AND BINDING AGREEMENT

This Agreement is legal and binding between the Parties

as stated above. This Agreement may be entered into and is legal and binding in [

STATE/PROVINCE

]. The Parties each represent that they have the authority to enter into this Agreement.

MISCELLANEOUS

Termination of this

greement for any cause whatsoever shall not release a

arty from any liability which, at the time of termination, has already accrued to the other

arty or which may thereafter accrue in respect of any act or omission prior to such termination.

Article headings are inserted for convenience of reference only and shall not be deemed to affect the interpretation of this

greement or of any clause.

Each

arty shall co-operate with the other and execute and deliver to the other such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, give effect to and confirm their rights and the intended purpose of this

greement.

The division of this Agreement into articles and sections is for convenience of reference only and shall not affect the interpretation or construction of this Agreement. The words “hereof

” “herein

” “hereunder” and similar expressions used in any section of this Agreement relate to the whole of this Agreement (including any schedules attached hereto) and not to that section only, unless otherwise expressly provided for or the context clearly indicates to the contrary. Words importing the singular number only will include the plural and vice versa

and words importing the masculine gender will include the feminine and neuter genders and vice versa. The words “including” will mean “including without limitation

”

LANGUAGE AND GOVERNING LAW

This Agreement shall be governed by and construed and enforced in accordance with the laws of the [

tate

rovince

] of [STATE/PROVINCE], which law shall prevail in the event of any conflict of the

arties.

The

arties hereto acknowledge that they requested that this Agreement and all related documents be drafted in English, that any notice to be given hereunder be given in English, and that any proceedings between the

arties relating to this Agreement be drafted in English.

ENTIRE AGREEMENT

This

greement

along with all the Exhibits

constitutes the entire understanding and

greement of the

arties with respect to its subject matter

and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the

arties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. The delivery by email transmission of an executed counterpart will be deemed to be valid execution and delivery of this Agreement

and each

arty hereto undertakes to provide each other

arty hereto with a copy of the Agreement bearing original signatures as soon as possible after delivery of the email copy.

IN WITNESS WHEREOF, the Parties have executed this Agreement on [DATE].

CLIENT CONSULTANT

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

EXHIBIT A

SERVICES

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CLIENT CONSULTANT

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