Fillable Printable General Service Agreement Sample
Fillable Printable General Service Agreement Sample
General Service Agreement Sample
Sample GSA - May 2013
GENERAL SERVICE AGREEMENT
# XXXX
Sample Contract
AGREEMENT PCT-XXXX
Page II
TABLE OF CONTENTS
__________________________________________________________________________________________
No. Heading Page
1.
Definitions .................................................................................................................................................1
1.1 General .................................................................................................................................1
1.2 Meaning of “record” .............................................................................................................1
2.
Services .....................................................................................................................................................1
2.1 Provision of services .............................................................................................................1
2.2 Term .....................................................................................................................................1
2.3 Supply of various items ........................................................................................................1
2.4 Standard of care ...................................................................................................................1
2.5 Standards in relation to persons performing Services .........................................................1
2.6 Instructions by Pacific Carbon Trust .....................................................................................1
2.7 Confirmation of non-written instructions ............................................................................1
2.8 Effectiveness of non-written instructions ............................................................................1
2.9 Applicable laws .....................................................................................................................1
3.
Payment ....................................................................................................................................................2
3.1 Fees and expenses ................................................................................................................2
3.2 Statements of accounts ........................................................................................................2
3.3 Withholding of amounts .......................................................................................................2
3.4 Appropriation……………………………………………………………………………………………………………………2
3.5 Currency ...............................................................................................................................2
3.5 Non-resident income tax ......................................................................................................2
3.6 Prohibition against committing money ................................................................................2
3.7 Refunds of taxes ...................................................................................................................2
4.
Representations and Warranties .............................................................................................................2
5.
Privacy, Security and Confidentiality .......................................................................................................3
5.1 Privacy ..................................................................................................................................3
5.2 Security .................................................................................................................................3
5.3 Confidentiality ......................................................................................................................3
5.4 Public announcements .........................................................................................................3
5.5 Restrictions on promotion ....................................................................................................3
6.
Material and Intellectual Property .........................................................................................................3
6.1 Access to Material ................................................................................................................3
6.2 Ownership and delivery of Material .....................................................................................3
6.3 Matters respecting intellectual property .............................................................................4
6.4 Rights relating to Incorporated Material ..............................................................................4
7.
Records and Reports .................................................................................................................................4
7.1 Work reporting .....................................................................................................................4
7.2 Time and expense records....................................................................................................4
8.
Audit ..........................................................................................................................................................4
AGREEMENT PCT-XXXX
Page III
9.
Indemnity and Insurance ..........................................................................................................................4
9.1 Indemnity .............................................................................................................................4
9.2 Insurance ..............................................................................................................................4
9.3 Workers compensation ........................................................................................................4
9.4 Personal optional protection ................................................................................................4
9.5 Evidence of coverage ............................................................................................................5
10.
Force Majeure ...........................................................................................................................................5
10.1 Definitions relating to force majeure ...................................................................................5
10.2 Consequence of Event of Force Majeure .............................................................................5
10.3 Duties of Affected Party .......................................................................................................5
11.
Default and Termination ..........................................................................................................................5
11.1 Definitions relating to default and termination ...................................................................5
11.2 Pacific Carbon Trust’s options on default .............................................................................5
11.3 Delay not a waiver ................................................................................................................6
11.4 Pacific Carbon Trust’s right to terminate other than for default .........................................6
11.5 Payment consequences of termination................................................................................6
11.6 Discharge of liability .............................................................................................................6
11.7 Notice in relation to Events of Default .................................................................................6
12.
Dispute Resolution ....................................................................................................................................6
12.1 Dispute resolution process ...................................................................................................6
12.2 Location of arbitration or mediation ....................................................................................6
12.3 Costs of mediation or arbitration .........................................................................................6
13.
Miscellaneous ...........................................................................................................................................6
13.1 Delivery of notices ................................................................................................................6
13.2 Change of address or fax number ........................................................................................7
13.3 Assignment ...........................................................................................................................7
13.4 Subcontracting .....................................................................................................................7
13.5 Waiver ..................................................................................................................................7
13.6 Modifications ........................................................................................................................7
13.7 Entire agreement ..................................................................................................................7
13.8 Survival of certain provisions ...............................................................................................7
13.9 Schedules ..............................................................................................................................7
13.10 Independent contractor .......................................................................................................7
13.11 Personnel not to be employees of Pacific Carbon Trust ......................................................7
13.12 Key Personnel .......................................................................................................................7
13.13 Pertinent Information...........................................................................................................8
13.14 Conflict of interest ................................................................................................................8
13.15 Time ......................................................................................................................................8
13.16 Conflicts among provisions ...................................................................................................8
13.17 Agreement not permit nor fetter .........................................................................................8
13.18 Remainder not affected by invalidity ...................................................................................8
13.19 Further assurances ...............................................................................................................8
13.20 Additional terms ...................................................................................................................8
13.21 Governing law .......................................................................................................................8
14.
Interpretation ...........................................................................................................................................8
15.
Execution and Delivery of Agreement .....................................................................................................9
AGREEMENT PCT-XXXX
Page IV
SCHEDULES
SCHEDULE A - SERVICES ...........................................................................................................................10
Part 1 - Term ......................................................................................................................................10
Part 2 - Services .................................................................................................................................10
Part 3 - Related Information ..............................................................................................................12
Part 4 - Key Personnel .......................................................................................................................12
SCHEDULE B – FEES AND EXPENSES ........................................................................................................13
Part 1 - Maximum Amount Payable ..................................................................................................13
Part 2 - Fees .......................................................................................................................................13
Part 3 - Expenses ...............................................................................................................................14
Part 4 - Statements of Account .........................................................................................................14
Part 4 - Payments Due .......................................................................................................................14
SCHEDULE C – APPROVED SUBCONTRACTOR(S) .....................................................................................15
SCHEDULE D - INSURANCE .......................................................................................................................16
SCHEDULE E – PRIVACY PROTECTION SCHEDULE ...................................................................................17
SCHEDULE F – ADDITIONAL TERMS .........................................................................................................21
SCHEDULE G – SECURITY SCHEDULE ........................................................................................................22
APPENDICES
APPENDIX 1
APPENDIX 2
AGREEMENT PCT-XXXX
Page 1
THIS AGREEMENT is dated for reference the xxth day of Month, 2013.
BETWEEN:
Legal Name and, if applicable, description of Contractor
(the “Contractor”, “Contractor acronym or short name, if used in contract”, “you”, or “your” ) with the following
specified address:
Address, postal code
AND:
PACIFIC CARBON TRUST INC., incorporated under the Business Corporations Act
(the “Company”, “we”, or “our”) with the following specified address:
976 Meares St., Victoria BC, V8V 3J4
Pacific Carbon Trust wishes to retain the Contractor to provide the services specified in Schedule A and, in consideration for
the remuneration set out in Schedule B, the Contractor has agreed to provide those services, on the terms and conditions set
out in this Agreement.
As a result, Pacific Carbon Trust and the Contractor agree as follows:
1 DEFINITIONS
General
In this Agreement, unless the context otherwise requires:
(a)
“Business Day” means a day, other than a
Saturday or Sunday, on which the Pacific Carbon
Trust office is open for normal business in
British Columbia;
(b)
“Incorporated Material” means any
material in existence prior to the start of the
Term or developed independently of this
Agreement, and that is incorporated or
embedded in the Produced Material by the
Contractor or a Subcontractor;
(c)
“Material” means the Produced Material and
the Received Material;
(d)
“Produced Material” means records, software
and other material, whether complete or not,
that, as a result of this Agreement, are
produced by the Contractor or a Subcontractor
and includes the Incorporated Material;
(e)
“Received Material” means records, software
and other material, whether complete or not,
that, as a result of this Agreement, are received
by the Contractor or a Subcontractor from
Pacific Carbon Trust or any other person;
(f)
“Services” means the services described in Part
2 of Schedule A;
(g)
“Subcontractor” means a person described in
paragraph (a) or (b) of section 13.4; and
(h)
“Term” means the term of the Agreement
described in Part 1 of Schedule A subject to that
term ending earlier in accordance with this
Agreement.
Meaning of “record”
1.2 The definition of “record” in the Interpretation Act is
incorporated into this Agreement and “records” will
bear a corresponding meaning.
2 SERVICES
Provision of services
2.1 The Contractor must provide the Services in
accordance with this Agreement.
Term
2.2 Regardless of the date of execution or delivery of this
Agreement, the Contractor must provide the Services
during the Term.
Supply of various items
2.3 Unless the parties otherwise agree in writing, the
Contractor must supply and pay for all labour,
materials, equipment, tools, facilities, approvals and
licenses necessary or advisable to perform the
Contractor’s obligations under this Agreement,
including the license under section 6.4.
Standard of care
2.4 Unless otherwise specified in this Agreement, the
Contractor must perform the Services to a standard
of care, skill and diligence maintained by persons
providing, on a commercial basis, services similar to
the Services.
AGREEMENT PCT-XXXX
Page 2
Standards in relation to persons performing Services
2.5 The Contractor must ensure that all persons
employed or retained to perform the Services are
qualified and competent to perform them and are
properly trained, instructed and supervised.
Instructions by Pacific Carbon Trust
2.6 Pacific Carbon Trust may from time to time give the
Contractor reasonable instructions (in writing or
otherwise) as to the performance of the Services.
The Contractor must comply with those instructions
but, unless otherwise specified in this Agreement, the
Contractor may determine the manner in which the
instructions are carried out.
Confirmation of non-written instructions
2.7 If Pacific Carbon Trust provides an instruction under
section 2.6 other than in writing, the Contractor may
request that the instruction be confirmed by Pacific
Carbon Trust in writing, which request Pacific Carbon
Trust must comply with as soon as it is reasonably
practicable to do so.
Effectiveness of non-written instructions
2.8 Requesting written confirmation of an instruction
under section 2.7 does not relieve the Contractor
from complying with the instruction at the time the
instruction was given.
Applicable laws
2.9 In the performance of the Contractor’s obligations
under this Agreement, the Contractor must comply
with all applicable laws.
3 PAYMENT
Fees and expenses
3.1 If the Contractor complies with this Agreement, then
Pacific Carbon Trust must pay to the Contractor at the
times and on the conditions set out in Schedule B:
(a)
the fees described in that Schedule, plus any
applicable taxes; and
(b)
the expenses, if any, described in that Schedule
if they are supported, where applicable, by
proper receipts and, in Pacific Carbon Trust’s
opinion, are necessarily incurred by the
Contractor in providing the Services.
Pacific Carbon Trust is not obliged to pay to the
Contractor more than the “Maximum Amount”
specified in Schedule B on account of fees and
expenses.
Statements of accounts
3.2 In order to obtain payment of any fees and expenses
under this Agreement, the Contractor must submit to
Pacific Carbon Trust a written statement of account in
a form satisfactory to Pacific Carbon Trust upon
completion of the Services or at other times
described in Schedule B.
Withholding of amounts
3.3 Without limiting section 9.1, Pacific Carbon Trust may
withhold from any payment due to the Contractor an
amount sufficient to indemnify, in whole or in part,
Pacific Carbon Trust and its employees and agents
against any liens or other third-party claims that have
arisen or could arise in connection with the provision
of the Services. An amount withheld under this
section must be promptly paid by Pacific Carbon Trust
to the Contractor upon the basis for withholding the
amount having been fully resolved to the satisfaction
of Pacific Carbon Trust.
Appropriation
3.4 Pacific Carbon Trust’s obligation to pay money to the
Contractor is subject to the Financial Administration
Act, which makes that obligation subject to an
appropriation being available in the fiscal year of
Pacific Carbon Trust during which payment becomes
due.
Currency
3.5 Unless otherwise specified in this Agreement, all
references to money are to Canadian dollars.
Non-resident income tax
3.6 If the Contractor is not a resident in Canada, the
Contractor acknowledges that Pacific Carbon Trust
may be required by law to withhold income tax from
the fees described in Schedule B and then to remit
that tax to the Receiver General of Canada on the
Contractor’s behalf.
Prohibition against committing money
3.7 Without limiting section 13.10(a), the Contractor
must not in relation to performing the Contractor’s
obligations under this Agreement commit or purport
to commit Pacific Carbon Trust to pay any money
except as may be expressly provided for in this
Agreement.
Refunds of taxes
3.8 The Contractor must apply for and, immediately on
receipt, remit to Pacific Carbon Trust any available
refund, rebate or remission of federal or provincial
tax or duty that Pacific Carbon Trust has paid or
reimbursed to the Contractor or agreed to pay or
reimburse to the Contractor under this Agreement.
AGREEMENT PCT-XXXX
Page 3
4 REPRESENTATIONS AND WARRANTIES
4.1 As at the date this Agreement is executed and
delivered by, or on behalf of, the parties, the
Contractor represents and warrants to Pacific Carbon
Trust as follows:
(a)
except to the extent the Contractor has
previously disclosed otherwise in writing to
Pacific Carbon Trust,
(i) all information, statements,
documents and reports furnished or
submitted by the Contractor to
Pacific Carbon Trust in connection
with this Agreement (including as
part of any competitive process
resulting in this Agreement being
entered into) are in all material
respects true and correct,
(ii) the Contractor has sufficient trained
staff, facilities, materials,
appropriate equipment and
approved sub-contractual
agreements in place and available to
enable the Contractor to fully
perform the Services, and
(iii) the Contractor holds all permits,
licenses, approvals and statutory
authorities issued by any
government or government agency
that are necessary for the
performance of the Contractor’s
obligations under this Agreement;
and
(b)
if the Contractor is not an individual,
(i) the Contractor has the power and
capacity to enter into this
Agreement and to observe, perform
and comply with the terms of this
Agreement and all necessary
corporate or other proceedings have
been taken and done to authorize
the execution and delivery of this
Agreement by, or on behalf of, the
Contractor, and
(ii) this Agreement has been legally and
properly executed by, or on behalf
of, the Contractor and is legally
binding upon and enforceable
against the Contractor in accordance
with its terms except as
enforcement may be limited by
bankruptcy, insolvency or other laws
affecting the rights of creditors
generally and except that equitable
remedies may be granted only in the
discretion of a court of competent
jurisdiction.
5 PRIVACY, SECURITY AND CONFIDENTIALITY
Privacy
5.1 The Contractor must comply with the Privacy
Protection Schedule attached as Schedule E.
Security
5.2 The Contractor must:
(a)
make reasonable security arrangements to
protect the Material from unauthorized access,
collection, use, disclosure, alteration or
disposal; and
(b)
comply with the Security Schedule attached as
Schedule G.
Confidentiality
5.3 The Contractor must treat as confidential all
information in the Material and all other information
accessed or obtained by the Contractor or a
Subcontractor (whether verbally, electronically or
otherwise) as a result of this Agreement, and not
permit its disclosure or use without Pacific Carbon
Trust’s prior written consent except:
(a)
as required to perform the Contractor’s
obligations under this Agreement or to comply
with applicable laws;
(b)
if it is information that is generally known to the
public other than as result of a breach of this
Agreement; or
(c)
if it is information in any Incorporated Material.
Public announcements
5.4 Any public announcement relating to this Agreement
will be arranged by Pacific Carbon Trust and, if such
consultation is reasonably practicable, after
consultation with the Contractor.
Restrictions on promotion
5.5 The Contractor must not, without the prior written
approval of Pacific Carbon Trust, refer for
promotional purposes to Pacific Carbon Trust being a
customer of the Contractor or Pacific Carbon Trust
having entered into this Agreement.
AGREEMENT PCT-XXXX
Page 4
6 MATERIAL AND INTELLECTUAL PROPERTY
Access to Material
6.1 If the Contractor receives a request for access to any
of the Material from a person other than Pacific
Carbon Trust, and this Agreement does not require or
authorize the Contractor to provide that access, the
Contractor must promptly advise the person to make
the request to Pacific Carbon Trust.
Ownership and delivery of Material
6.2 Pacific Carbon Trust exclusively owns all property
rights in the Material which are not intellectual
property rights. The Contractor must deliver any
Material to Pacific Carbon Trust immediately upon
Pacific Carbon Trust’s request.
Matters respecting intellectual property
6.3 Pacific Carbon Trust exclusively owns all intellectual
property rights, including copyright, in:
(a)
Received Material that the Contractor receives
from Pacific Carbon Trust; and
(b)
Produced Material, other than any Incorporated
Material.
Upon Pacific Carbon Trust’s request, the Contractor
must deliver to Pacific Carbon Trust documents
satisfactory to Pacific Carbon Trust that irrevocably
waive in Pacific Carbon Trust’s favour any moral rights
which the Contractor (or employees of the
Contractor) or a Subcontractor (or employees of a
Subcontractor) may have in the Produced Material
and that confirm the vesting in Pacific Carbon Trust of
the copyright in the Produced Material, other than
any Incorporated Material.
Rights in relation to Incorporated Material
6.4 Upon any Incorporated Material being embedded or
incorporated in the Produced Material and to the
extent that it remains so embedded or incorporated,
the Contractor grants to Pacific Carbon Trust:
(a)
a non-exclusive, perpetual, irrevocable, royalty-
free, worldwide license to use, reproduce,
modify and distribute that Incorporated
Material; and
(b)
the right to sublicense to third-parties the right
to use, reproduce, modify and distribute that
Incorporated Material.
7 RECORDS AND REPORTS
7.1 Upon Pacific Carbon Trust’s request, the Contractor
must fully inform Pacific Carbon Trust of all work
done by the Contractor or a Subcontractor in
connection with providing the Services.
Time and expense records
7.2 If Schedule B provides for the Contractor to be paid
fees at a daily or hourly rate or for the Contractor to
be paid or reimbursed for expenses, the Contractor
must maintain time records and books of account,
invoices, receipts and vouchers of expenses in
support of those payments, in form and content
satisfactory to Pacific Carbon Trust. Unless otherwise
specified in this Agreement, the Contractor must
retain such documents for a period of not less than
seven years after this Agreement ends.
8 AUDIT
8.1 In addition to any other rights of inspection Pacific
Carbon Trust may have under statute or otherwise,
Pacific Carbon Trust may at any reasonable time and
on reasonable notice to the Contractor, enter on the
Contractor’s premises to inspect and, at Pacific
Carbon Trust’s discretion, copy any of the Material
and the Contractor must permit, and provide
reasonable assistance to, the exercise by Pacific
Carbon Trust of Pacific Carbon Trust’s rights under
this section.
9 INDEMNITY AND INSURANCE
Indemnity
9.1 The Contractor must indemnify and save harmless
Pacific Carbon Trust and Pacific Carbon Trust’s
employees and agents from any losses, claims,
damages, actions, causes of action, costs and
expenses that Pacific Carbon Trust or any of Pacific
Carbon Trust’s employees or agents may sustain,
incur, suffer or be put to at any time, either before or
after this Agreement ends, including any claim of
infringement of third-party intellectual property
rights, where the same or any of them are based
upon, arise out of or occur, directly or indirectly, by
reason of any act or omission by the Contractor or by
any of the Contractor’s agents, employees, officers,
directors or Subcontractors in connection with this
Agreement, excepting always liability arising out of
the independent acts or omissions of Pacific Carbon
Trust and Pacific Carbon Trust’s employees and
agents.
AGREEMENT PCT-XXXX
Page 5
Insurance
9.2 The Contractor must comply with the Insurance
Schedule attached as Schedule D.
Workers compensation
9.3 Without limiting the generality of section 2.9, the
Contractor must comply with, and must ensure that
any Subcontractors comply with, all applicable
occupational health and safety laws in relation to the
performance of the Contractor’s obligations under
this Agreement, including the Workers Compensation
Act in British Columbia or similar laws in other
jurisdictions.
Personal optional protection
9.4 The Contractor must apply for and maintain personal
optional protection insurance (consisting of income
replacement and medical care coverage) during the
Term at the Contractor’s expense if:
(a)
the Contractor is an individual or a partnership
of individuals and does not have the benefit of
mandatory workers compensation coverage
under the Workers Compensation Act or similar
laws in other jurisdictions; and
(b)
such personal optional protection insurance is
available for the Contractor from WorkSafeBC
or other sources.
Evidence of coverage
9.5 Within 10 Business Days of being requested to do so by
Pacific Carbon Trust, the Contractor must provide
Pacific Carbon Trust with evidence of the Contractor’s
compliance with sections 9.3 and 9.4.
10 FORCE MAJEURE
Definitions relating to force majeure
10.1 In this section and sections 10.2 and 10.3:
(a)
“Event of Force Majeure” means one the
following events:
(i) a natural disaster, fire, flood, storm,
epidemic or power failure,
(ii) a war (declared and undeclared),
insurrection or act of terrorism or
piracy,
(iii)
a strike (including illegal work
stoppage or slowdown) or lockout,
or
(iv)
a freight embargo
if the event prevents a party from
performing the party’s obligations in
accordance with this Agreement and is
beyond the reasonable control of that party;
and
(b)
“Affected Party” means a party prevented from
performing the party’s obligations in
accordance with this Agreement by an Event of
Force Majeure.
Consequence of Event of Force Majeure
10.2 An Affected Party is not liable to the other party for
any failure or delay in the performance of the
Affected Party’s obligations under this Agreement
resulting from an Event of Force Majeure and any
time periods for the performance of such obligations
are automatically extended for the duration of the
Event of Force Majeure provided that the Affected
Party complies with the requirements of section 10.3.
Duties of Affected Party
10.3 An Affected Party must promptly notify the other
party in writing upon the occurrence of the Event of
Force Majeure and make all reasonable efforts to
prevent, control or limit the effect of the Event of
Force Majeure so as to resume compliance with the
Affected Party’s obligations under this Agreement as
soon as possible.
11 DEFAULT AND TERMINATION
Definitions relating to default and termination
11.1 In this section and sections 11.2 to 11.4:
(a) “Event of Default” means any of the following:
(i) an Insolvency Event,
(ii)
the Contractor fails to perform any of the
Contractor’s obligations under this
Agreement, or
(iii) any representation or warranty made by the
Contractor in this Agreement is untrue or
incorrect; and
(b) “Insolvency Event” means any of the following:
(i) an order is made, a resolution is passed or a
petition is filed, for the Contractor's
liquidation or winding up,
(ii) the Contractor commits an act of bankruptcy,
makes an assignment for the benefit of the
Contractor’s creditors or otherwise
acknowledges the Contractor’s insolvency,
(iii)
a bankruptcy petition is filed or presented
against the Contractor or a proposal under
the Bankruptcy and Insolvency Act (Canada)
is made by the Contractor,
AGREEMENT PCT-XXXX
Page 6
(iv) a compromise or arrangement is proposed in
respect of the Contractor under the
Companies' Creditors Arrangement Act
(Canada),
(v) a receiver or receiver-manager is appointed
for any of the Contractor’s property, or
(vi) the Contractor ceases, in Pacific Carbon Trust’s
reasonable opinion, to carry on business as a
going concern.
Pacific Carbon Trust’s options on default
11.2 On the happening of an Event of Default, or at any
time thereafter, Pacific Carbon Trust may, at its
option, elect to do any one or more of the following:
(a)
by written notice to the Contractor, require that
the Event of Default be remedied within a time
period specified in the notice;
(b)
pursue any remedy or take any other action
available to it at law or in equity; or
(c)
by written notice to the Contractor, terminate
this Agreement with immediate effect or on a
future date specified in the notice, subject to
the expiration of any time period specified
under section 11.2(a).
Delay not a waiver
11.3 No failure or delay on the part of Pacific Carbon Trust
to exercise its rights in relation to an Event of Default
will constitute a waiver by Pacific Carbon Trust of
such rights.
Pacific Carbon Trust’s right to terminate other than for default
11.4 In addition to Pacific Carbon Trust’s right to terminate
this Agreement under section 11.2(c) on the
happening of an Event of Default, Pacific Carbon Trust
may terminate this Agreement for any reason by
giving at least 10 days’ written notice of termination
to the Contractor.
Payment consequences of termination
11.5 Unless Schedule B otherwise provides, if Pacific
Carbon Trust terminates this Agreement under
section 11.4:
(a)
Pacific Carbon Trust must, within 30 days of
such termination, pay to the Contractor any
unpaid portion of the fees and expenses
described in Schedule B which corresponds with
the portion of the Services that was completed
to Pacific Carbon Trust’s satisfaction before
termination of this Agreement; and
(b)
the Contractor must, within 30 days of such
termination, repay to Pacific Carbon Trust any
paid portion of the fees and expenses described
in Schedule B which corresponds with the
portion of the Services that Pacific Carbon Trust
has notified the Contractor in writing was not
completed to Pacific Carbon Trust’s satisfaction
before termination of this Agreement.
Discharge of liability
11.6 The payment by Pacific Carbon Trust of the amount
described in section 11.5(a) discharges Pacific Carbon
Trust from all liability to make payments to the
Contractor under this Agreement.
Notice in relation to Events of Default
11.7 If the Contractor becomes aware that an Event of
Default has occurred or anticipates that an Event of
Default is likely to occur, the Contractor must
promptly notify Pacific Carbon Trust of the particulars
of the Event of Default or anticipated Event of
Default. A notice under this section as to the
occurrence of an Event of Default must also specify
the steps the Contractor proposes to take to address,
or prevent recurrence of, the Event of Default. A
notice under this section as to an anticipated Event of
Default must specify the steps the Contractor
proposes to take to prevent the occurrence of the
anticipated Event of Default.
12 DISPUTE RESOLUTION
Dispute resolution process
12.1 In the event of any dispute between the parties
arising out of or in connection with this Agreement,
the following dispute resolution process will apply
unless the parties otherwise agree in writing:
(a)
the parties must initially attempt to resolve the
dispute through collaborative negotiation;
(b)
if the dispute is not resolved through
collaborative negotiation within 15 Business
Days of the dispute arising, the parties must
then attempt to resolve the dispute through
mediation under the rules of the British
Columbia Mediator Roster Society; and
(c)
if the dispute is not resolved through mediation
within 30 Business Days of the commencement
of mediation, the dispute must be referred to
and finally resolved by arbitration under the
Commercial Arbitration Act.
AGREEMENT PCT-XXXX
Page 7
Location of arbitration or mediation
12.2 Unless the parties otherwise agree in writing, an
arbitration or mediation under section 12.1 will be
held in Victoria, British Columbia.
Costs of mediation or arbitration
12.3 Unless the parties otherwise agree in writing or, in the
case of an arbitration, the arbitrator otherwise orders,
the parties must share equally the costs of a
mediation or arbitration under section 12.1 other than
those costs relating to the production of expert
evidence or representation by counsel.
13 MISCELLANEOUS
Delivery of notices
13.1 Any notice contemplated by this Agreement, to be
effective, must be in writing and delivered as follows:
(a)
by fax to the addressee's fax number specified
on the first page of this Agreement, in which
case it will be deemed to be received on the day
of transmittal unless transmitted after the
normal business hours of the addressee or on a
day that is not a Business Day, in which cases it
will be deemed to be received on the next
following Business Day;
(b)
by hand to the addressee's address specified on
the first page of this Agreement, in which case it
will be deemed to be received on the day of its
delivery; or
(c)
by prepaid post to the addressee's address
specified on the first page of this Agreement, in
which case if mailed during any period when
normal postal services prevail, it will be deemed
to be received on the fifth Business Day after its
mailing.
Change of address or fax number
13.2 Either party may from time to time give notice to the
other party of a substitute address or fax number,
which from the date such notice is given will
supersede for purposes of section 13.1 any previous
address or fax number specified for the party giving
the notice.
Assignment
13.3 The Contractor must not assign any of the
Contractor’s rights under this Agreement without
Pacific Carbon Trust’s prior written consent.
Subcontracting
13.4 The Contractor must not subcontract any of the
Contractor’s obligations under this Agreement to any
person without Pacific Carbon Trust’s prior written
consent, excepting persons listed in the attached
Schedule C. No subcontract, whether consented to or
not, relieves the Contractor from any obligations
under this Agreement. The Contractor must ensure
that:
(a)
any person retained by the Contractor to
perform obligations under this Agreement; and
(b)
any person retained by a person described in
paragraph (a) to perform those obligations
fully complies with this Agreement in performing the
subcontracted obligations.
Waiver
13.5 A waiver of any term or breach of this Agreement is
effective only if it is in writing and signed by, or on
behalf of, the waiving party and is not a waiver of any
other term or breach.
Modifications
13.6 No modification of this Agreement is effective unless
it is in writing and signed by, or on behalf of, the
parties.
Entire agreement
13.7 This Agreement (including any modification of it)
constitutes the entire agreement between the parties
as to performance of the Services.
Survival of certain provisions
13.8 Sections 2.9, 3.1 to 3.3, 3.6, 3.7, 5.1 to 5.5, 6.1 to 6.4,
7.1, 7.2, 8.1, 9.1, 9.2, 9.5, 10.1 to 10.3, 11.2, 11.3,
11.5, 11.6, 12.1 to 12.3, 13.1, 13.2, 13.8, and 13.10,
any accrued but unpaid payment obligations, and any
other sections of this Agreement (including
schedules) which, by their terms or nature, are
intended to survive the completion of the Services or
termination of this Agreement, will continue in force
indefinitely, even after this Agreement ends.
