INDEPENDENT CONTRACTOR AGREEMENT

This Agreement is dated for reference Date                            

BETWEEN:

OCULUS HOSPITALITY TRAINING & BUSINESS SOLUTIONS INC.
Suite 170-422 Richards Street
Vancouver, BC V6B 2Z4

(hereinafter referred to as the “Company”)

AND:

(hereinafter referred to as the “Contractor”)

WHEREAS:

A. The Company is engaged in the business of mystery shopping, reservations training, complaint management training, customer service training, guest service training, hotel housekeeping training and sensitivity training.
B. The Contractor carries on a consulting business.
C. The Company wishes to engage the Contractor to provide services to the Company as set forth in this Agreement.
D. The Contractor has agreed to provide services to the Company in accordance with the terms of this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants herein contained and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by each of the parties, the parties agree as follows:

1.  SERVICES

1.1  The Company hereby retains the Contractor to provide the following services:

A.  Telephone mystery shopping.
B. Onsite mystery shopping.

(collectively, the “Services”)

1.2  The Contractor acknowledges and agrees that the Company does not covenant or guarantee to provide the Contractor with a minimum amount of work or fees as set forth in this Agreement, and that the Company retains the Contractor to provide the Services only as they are required by the Company from time to time.

2.  TERM

2.1  This Agreement shall commence on and will continue for an indefinite term until terminated in accordance with this Agreement.

2.2          The period from the Effective Date for 90 days shall be the training period (the “Training Period”).

2.3          The period from the Effective Date for 120 days shall be the probationary period (“Probationary Period”).

2.4          The Contractor acknowledges and agrees that the Company may, at the Company’s sole discretion, extend the Probationary Period if required by giving written notice of such extension to the Contractor.

3.             TERMINATION

3.1          The Company may terminate this Agreement at any time without cause, for any reason, and without prior notice to the Contractor at any time during the Training Period by giving notice of termination in writing to the Contractor.

3.2          The Company may terminate this Agreement at any time without cause, for any reason, and without prior notice to the Contractor at any time during the Probationary Period by giving notice of termination in writing to the Contractor.

3.3          The Company may terminate this Agreement at any time following the expiration of the Probationary Period without cause, and for any reason, by giving seven (7) days’ notice in writing to the Contractor.

3.4          Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement at any time following the expiration of the Probationary Period without cause, for any reason, by:

(a)           Giving notice of termination in writing to the Contractor; and

(b)           Paying to the Contractor, in lieu of notice, an amount equal to twenty-five percent (25%) of the total of the hourly amounts earned by the Contractor pursuant to this Agreement during the four (4) weeks immediately preceding the written notice of termination.

3.5          Notwithstanding any other provision of this Agreement, the Company may terminate this Agreement immediately and without further notice to the Contractor if the Contractor refuses, or if the Contractor is unable or unwilling, to perform the Services, or if the Contractor breaches the terms of this Agreement.

3.6          The Contractor may terminate this Agreement by providing the Company with thirty (30) days’ notice in writing.

4.             RELATIONSHIP OF PARTIES

4.1          In providing the Services, the Contractor is acting as an independent contractor and no employment relationship is created by this Agreement or by the provision of the Services to the Company by the Contractor.

4.2          The conduct and control of the provision of the Services shall lie solely with the Contractor.

4.3          During the term of this Agreement, the Contractor is free to enter into other contracts to provide services to other businesses, and to engage in any outside business activities, provided that:

(a)           Such activities do not so occupy the Contractor's attention as to interfere with the proper and efficient performance of the Services; and

(b)           Such activities do not violate any other term of this Agreement.

4.4          In providing the Services, the Contractor does not have authority to bind, commit or obligate, and shall not bind, commit or obligate the Company.

5.             ASSIGNMENT OF WORK

5.1          As used herein, a “Service Period” means a calendar month.

5.2          The Contractor shall reserve a minimum of ten hours for each Service Period during which the Contractor is available to perform the Services (the “Available Hours”).

5.3          The Contractor shall provide the Company with a summary of the dates and times on which the Contractor has allocated the Available Hours for a Service Period no later than forty-five (45) days prior to the first day of the said Service Period.

5.4          The Company shall provide the Contractor with notice in writing of the Contractor’s assigned duties for a Service Period (the “Assignment”) no later than five (5) days prior to the first day of the said Service Period.

5.5          The Company may send the Assignment to the Contractor in one (1) written notice, or in multiple written notices.

5.6          The Assignment shall include the following:

(a)           The number of hours approved by the Company for the Contractor to complete the duties in the Assignment (the “Approved Time”);

(b)           The scheduled hours, if any, during which the Contractor must perform the duties as identified in the Assignment;

(c)            Particulars of the tasks the Contractor must complete in order to fulfil the Assignment, including written reports, forms, assessments, and such other work product as is required by the Company (the “Work Product”);

(d)           The deadline for submission of the Contractor’s Work Product to the Company; and

(e)           The requirements and standards the Contractor must satisfy when completing the Assignment

(collectively, the “Assignment Requirements”).

5.7          If the Contractor wishes to decline the Assignment or request changes to the Assignment Requirements, the Contractor shall inform the Company of same no later than twenty-four (24) hours from the time the Company sends the Assignment to the Contractor (the “Assignment Adjustment Deadline”).

5.8          Upon the expiration of the Assignment Adjustment Deadline, the Contractor shall be deemed to have accepted the Assignment and the Assignment Requirements and the Contractor shall not make any changes to the Assignment or the Assignment Requirements without the prior written consent of the Company.

5.9          The Company may change the Assignment or the Assignment Requirements by providing three (3) days’ notice of such change in writing to the Contractor.

5.10       In the event the Assignment or the Assignment Details are changed by the Company in accordance with this Agreement, the Contractor shall not be entitled to compensation for any reduction in the Contractor’s hours or fees which may occur as a result of the said change.

5.11       Notwithstanding any other provision of this Agreement, the Company may offer to the Contractor, and the Contractor may accept, an Assignment on short notice (“Short Notice Assignment”).

5.12       In the event the Company offers to the Contractor, and the Contractor accepts, a Short Notice Assignment, the provisions of this Agreement concerning the notice and timing of the offer and acceptance of an Assignment shall not apply to the said Short Notice Assignment, but all other provisions of this Agreement which apply to an Assignment and the Assignment Requirements shall apply equally to a Short Notice Assignment.

6.             PERFORMANCE OF WORK

6.1          The Contractor shall comply with all terms of each Assignment and Assignment Requirements in connection with which the Contractor provides the Services.

6.2          The Contractor’s Work Product shall comply with all terms of the Assignment and Assignment Requirements in connection with which the Contractor prepares Work Product.

6.3          The Company shall notify the Contractor in writing if the Contractor’s Work Product does not comply with all terms of the Assignment and Assignment Requirements in connection with which the Contractor prepared the Work Product (the “Work Product Deficiency Notice”).

6.4          The Company shall include in the Work Product Deficiency Notice a summary of the tasks the Contractor must complete in order to make the said Work Product compliant.

6.5          Upon receipt of a Work Product Deficiency Notice from the Company, the Contractor shall revise and amend the Work Product which is the subject of the Work Product Deficiency Notice until it complies with all terms of the Assignment and Assignment Requirements in connection with which it was prepared by the Contractor.

7.             FEES

7.1          In consideration for the Services provided to the Company by the Contractor, the Company shall pay to the Contractor the following fees:

(a)           During the Training Period, $17 per hour of Approved Time, including all taxes and fees;

(b)           During the Probationary Period, $18 per hour of Approved Time, including all taxes and fees; and

(c)            After the expiration of the Probationary Period, $20 per hour of Approved Time, including all taxes and fees.

(d)            Mystery shop telephone calls, $6 per call, including all taxes and fees, , unless otherwise noted and accepted within Assignment details.

(d)            Onsite shop visit, $75 per visit/per night, including all taxes and fees, unless otherwise noted and accepted within Assignment details.

(collectively, the “Fees”)

7.2          The Company shall not be responsible to pay to the Contractor, and the Contractor shall not be entitled to receive from the Company, Fees in connection with hours worked by the Contractor which are not Approved Time.

7.3          Notwithstanding any other provision of this Agreement, the Contractor acknowledges and agrees that such time as the Contractor spends revising and amending Work Product in accordance with a Work Product Deficiency Notice shall not be Approved Time, and the Contractor shall not be entitled to any remuneration, fees, or expenses from the Company in connection work performed pursuant to a Work Product Deficiency Notice.

8.             EQUIPMENT

8.1          The Contractor shall provide all equipment as may be necessary or appropriate to provide the Services to the Company.

8.2          The Company may provide the Contractor with equipment as may be necessary to perform the Services and the Contractor agrees that such equipment as may be provided to the Contractor by the Company remains the property of the Company and is loaned to the Contractor only for the purposes of the Services.

9.             EXPENSES

9.1          Except as provided in this Agreement, the Contractor shall pay all disbursements and expenses incurred by the Contractor in connection with the provision of the Services by the Contractor, including, without limitation, the following:

(a)           Insurance as required, including, without limitation, WorkSafeBC premiums, travel medical insurance, and vehicle insurance;

(b)           Vehicle expenses, including gas and mileage, except as otherwise provided in this Agreement; and

(c)            Such further and other expenses as the Contractor may incur in connection with the provision of the Services.

9.2          The Company shall reimburse the Contractor for the reasonable use of the Contractor’s vehicle in connection with the provision of the Services, subject to the following:

(a)           The Company shall not reimburse the Contractor for the use of the Contractor’s vehicle in connection with the provision of the Services by the Contractor where such use is within a thirty (30) kilometer radius of the Contractor’s home, which use shall be at the Contractor’s sole expense;

(b)           The Company shall reimburse the Contractor $25.00 per day plus gasoline expenses when the Contractor travels in the Contractor’s own vehicle, provided such travel is in connection with the provision of the Services, is reasonable, and occurs outside a thirty (30) kilometer radius from the Contractor’s home; and

(c)            Where an instance of use of the Contractor’s vehicle in connection with the provision of the Services by the Contractor includes use both within and outside a thirty (30) kilometer radius from the Contractor’s home, such portion of that use which occurs within the said thirty (30) kilometer radius shall not be reimbursed by the Company.

9.3          The Company shall reimburse the Contractor for such other expenses as are properly and reasonably incurred by the Contractor in connection with the provision of the Services by the Contractor, and which are approved by the Company in the Assignment or Assignment Requirements, or otherwise in writing prior to being incurred by the Contractor (the “Approved Expenses”).

9.4          The Company shall reimburse the Contractor for Approved Expenses only after the Contractor has:

(a)           Provided the Company with itemized receipts or other proof of expense for the Approved Expenses within three (3) days of the end of the Service Period during which the Approved Expenses claimed were incurred; and

(b)           Completed the Assignment in connection with which the Approved Expenses claimed were incurred, including submitting Work Product to the Company, in accordance with the Assignment Requirements and any requirements set forth in a Work Product Deficiency Notice, if applicable.

9.5           The Contractor acknowledges and agrees to reimburse the Company for any nonrefundable prepaid expenses incurred by the Company in connection with the provision of Services that has been cancelled by Contractor or not complete and compliant with the Assignment or Assignment Requirements that has been previously accepted by Contractor.  

9.6          The Contractor acknowledges and agrees that reimbursement of the Contractor by the Company for Approved Expenses may be delayed if the Contractor submits itemized receipts or other proof of expense for the Approved Expenses more than three (3) days after the end of the Service Period during which the Approved Expenses claimed were incurred.

10.             INVOICES

10.1          The Contractor shall provide the Company with an invoice for the Fees claimed by the Contractor within five (5) days of the end of the Service Period in which the Fees claimed were earned (the “Fee Invoice”).

10.2          The Contractor shall indicate in the Fee Invoice the applicable Assignment in connection with which each of the Fees claimed were earned.

10.3          The Company shall pay Fee Invoices within thirty (30) days of receipt, provided the Company is satisfied that the Contractor has completed the Assignment in connection with which the Fees claimed in the Fee Invoice were earned, including: (i) completion of Work Product; (ii) satisfaction of all Assignment Requirements; and (iii) the terms of any Work Product Deficiency Notice, if applicable.

10.4          The Contractor acknowledges and agrees that payment of the Fee Invoice by the Company may be delayed if the Contractor submits an invoice more than five (5) days after the end of the Service Period in which the expenses claimed were incurred.

11.          STATUTORY REMITTANCES

11.1       The parties hereto acknowledge and agree that the Contractor is not an employee of the Company, and that the Contractor shall be solely responsible for any remittances of Canada Pension Plan premiums, Employment Insurance premiums and income tax required to be withheld or deducted and remitted in respect of the Services provided by the Contractor to the Company and the Fees payable pursuant to this Agreement.  

12.          CONFIDENTIALITY

12.1       The Contractor recognizes and acknowledges that the Company possesses certain confidential information that constitutes a valuable, special, and unique asset. As used herein, the term "confidential information" includes all information and materials belonging to, used by, or in the possession of the Company  relating to its products, processes, services, technology, inventions, patents, ideas, contracts, financial information, developments, business strategies, pricing, current and prospective customers, marketing plans, and trade secrets of every kind and character, but shall not include (a) information that was already within the public domain at the time the information is acquired by or made known to the Contractor, or (b) information that subsequently becomes public through no act or omission of the Contractor. The Contractor agrees that all of the confidential information is and shall continue to be the exclusive property of the Company, whether or not prepared in whole or in part by the Contractor and whether or not disclosed to or entrusted to the Contractor's custody. The Contractor agrees that the Contractor shall not, at any time following the execution of this Agreement, use or disclose in any manner any confidential information of the Company, including forwarding, copying, transferring, transmitting, or relaying confidential information of the Company to the Contractor’s personal email account or computer, unless previously approved by the Company.

12.2       The Contractor acknowledges that a breach of Section 12.1 of this Agreement by the Contractor may cause irreparable harm to the Company which may be difficult or impossible to ascertain, and that an award of damages may not be a sufficient remedy for such breach. Accordingly, the Contractor acknowledges and agrees that the Company will be entitled to specific performance of this Agreement and an injunction to prevent any breach or threatened breach of this Agreement. Such remedies are cumulative and in addition to any other remedy otherwise available at law or in equity, including damages.

13.          NON-SOLICITATION AND NON-COMPETITION

13.1       The Contractor agrees that the Contractor will not, without the prior written consent of the Company, at any time during the Term of this Agreement or for a period of one (1) year from the date of termination of this Agreement however caused (whether this Agreement is terminated by the Contractor or the Company and whether with or without cause or in breach of this Agreement), either individually or through any company controlled by the Contractor and either on the Contractor’s own behalf or on behalf of any person engaged in or concerned with mystery shopping, hotel reservations training, hotel complaint management training, hotel guest service training, hotel sales manager training, and/or hotel housekeeping training (hereinafter referred to as the “Company Activities”), directly or indirectly solicit, endeavour to solicit or gain the business of, canvass or interfere with any person who is a customer or member of the Company as at the date of termination of this Agreement and to which the Contractor performed services or had direct contact, or use their personal knowledge of or influence over any such customer or member for the Contractor’s own benefit or that of any other person engaged in or concerned with the Company Activities.

13.2       The Contractor agrees that the Contractor will not, without the prior written consent of the Company, at any time during the term of this Agreement or for a period of one (1) year from the date of termination of this Agreement however caused (whether this Agreement is terminated by the Contractor or the Company and whether with or without cause or in breach of this Agreement), either individually or through any company controlled by the Contractor and either on the Contractor’s own behalf or on behalf of any person engaged in or concerned with the Company Activities, directly or indirectly solicit for employment, or endeavour to employ or to retain as an independent contractor or agent, any person who is an employee or contractor of the Company as of the date of termination of this Agreement or who was an employee or contractor of the Company at any time during a period of one (1) year prior to the date of termination of this Agreement.

14.3       The Contractor agrees that the Contractor will not, without the prior written consent of the Company, at any time during the Term of this Agreement or for a period of one (1) year from the date of termination of this Agreement however caused (whether this Agreement is terminated by the Contractor or the Company and whether with or without cause or in breach of this Agreement), either individually or in partnership or jointly or in conjunction with any person as principal, agent, employee, shareholder (other than a holding of shares listed on a Canadian or United States stock exchange that does not exceed five percent (5%) of the outstanding shares so listed) or in any other manner whatsoever carry on, be engaged in,  be concerned with, interested in, or advise, lend money to, guarantee the debts or obligations of or permit the Contractor’s name or any part thereof to be used or employed by any person engaged in or concerned with, the Company Activities, within North America.

14.4       While the restrictions in Article 13 are considered by the Contractor and the Company to be reasonable in all of the circumstances as of the date of this Agreement, it is hereby agreed that if any one or more of such restrictions shall be judged to be void as going beyond what is reasonable in all of the circumstances for the protection of the interests of the Company, but would be valid if part of the wording thereof were deleted or the period thereof reduced or the range of activities covered thereby reduced in scope, the said reduction shall be deemed to apply with such modifications as may be necessary to make them valid and effective and any such modification shall not thereby affect the validity of any other restriction contained in this Agreement.

15.          COPYRIGHT AND OWNERSHIP OF WORK PRODUCT

15.1       All Work Product, information, audio and/or video recordings, e-learning materials, reports and other documents or products produced, received or acquired by the Contractor as a result of the provision of the Services (the “Material”) shall be the property of the Company, and the Company shall have the right to utilize all of the Materials for its benefit in any way it sees fit without limitation and without the permission of the Contractor.

15.2       The Contractor hereby transfers its title in and to the Material and assigns copyright in the Material to the Company. Title to the Material is considered to have been transferred and copyright in the Material is considered to have been assigned by the Contractor to the Company upon creation of the Material. The Company may use such copyright as it sees fit, without the permission of the Contractor. The Contractor hereby irrevocably waives, in favour of the Company, the Contractor’s moral rights in respect of the Material. The Contractor shall obtain in writing, from its personnel, its permitted contractors or from any other source used, all required assignments, waivers, including waivers of moral rights, releases of interest and acknowledgments necessary to transfer title to and to assign copyright in the Material to the Company.

15.3       The Contractor hereby acknowledges and grants to the Company the unrestricted right, at the Company’s sole discretion, to collect, use, and disclose the Contractor’s name, image and likeness in all forms of media, for any purpose reasonably related to the Company’s business, or the promotion, advertising, and marketing of the Company’s business.

16.          RETURN OF MATERIALS

16.1       The Contractor acknowledges and agrees that upon termination of this Agreement, the Contractor shall return to the Company all drawings, blueprints, notes, memoranda, specifications, designs, writings, software, devices, documents and any other material containing or disclosing any confidential or proprietary information of the Company and the Contractor shall not retain any such materials.

17.          INDEMNITY

17.1       The Contractor shall indemnify the Company from all claims, costs, damages, penalties, interest, liabilities or losses arising from the Contractor’s negligence, or any failure by the Contractor to comply with the terms of this Agreement.

18.          GENERAL

18.1       Each provision contained in this Agreement constitutes a separate covenant and is severable from any other covenant, and if any of such covenants are held by a Court to be invalid, this Agreement shall be interpreted as if such provisions were not included.

18.2       The obligations set out in Sections 12, 13, and 14 of this Agreement shall survive any expiration or termination of this Agreement regardless of whether any party is or has been in compliance with any provision of the Agreement.

18.3       All notices and other communications required or permitted to be given under this Agreement shall be in writing, and shall be personally delivered or sent by registered mail addressed to the party entitled to receive them, as follows:

(a)           Oculus Hospitality Training & Business Solutions Inc.

170-422 Richards Street

Vancouver, B.C. V6B 2Z4

Attention: Kevin James Saunders

(b)          

18.4         Either party shall notify the other in writing of a change of address to which notices shall thereafter be given.

18.5       The Contractor shall not assign this Agreement or any part of this Agreement without the prior written consent of the Company.

18.6       This Agreement shall be governed by and construed and interpreted in accordance with the laws of British Columbia and the laws of Canada applicable within British Columbia.

18.7       No amendment or modification of this Agreement shall be valid and binding unless it is in writing and signed by the parties hereto.

18.8       All figures given and all references to currency in this Agreement are expressed in Canadian dollars, except where expressly stated otherwise.

IN WITNESS WHEREOF the parties hereto have signed this Agreement on the dates appearing below.    

Oculus Hospitality Training & Business Solutions Inc.

by its authorized signatory:

Kevin James Saunders

Date: 

Signed by Contractor

Date:

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Signed by Kevin James Saunders
Signed On: July 7, 2022

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Document name: Mystery Shopper Contract

Unique Document ID: e3028889679486a3e6a978d3337fb97e557577ec

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Timestamp	Audit
July 7, 2022 8:48 am PDT	Mystery Shopper Contract Uploaded by Kevin James Saunders - kevinjames@oculustraining.com IP 188.78.138.38

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