2024-09-06_cterlesky_TK_Consulting Agreement Template Canada February 6, 2024 Jessica Groen.docx

This Consulting Services Agreement (“Agreement”) is effective as of February 8, 2024 (“Effective

Date”) by and between ___Jessica Groen____________ (“Consultant”) and TheKey, LLC, its subsidiaries, affiliates, successors or assigns (the “Company”), together referred to as “the Parties.”

In consideration of the mutual covenants and agreements hereafter set forth, the Parties agree as follows:

Duties of Consultant.

Services.  Consultant shall perform the “Services” defined as: ____

Scheduling and PRN on-call assistance _____________________________________________________________________________

The Services will also include any other consulting tasks which the Parties may agree on. The Consultant hereby agrees to provide such Services to the Company

Designated Representatives.  Consultant shall report to _______________________________ (“Company Representative”) and shall provide services in accordance with the Services.

Performance. Consultant’s performance under this Agreement shall be conducted with due diligence and in full compliance with the highest professional standards of practice in the industry.  Consultant shall at all times comply with all applicable laws and Company’s policies and procedures, in the course of performing the Services.  If Consultant’s work requires a license, Consultant represents that it has obtained that license, and that such license is in full force and effect and will remain in full force and effect during the term of this Agreement.

Persons Providing Services. All Services shall be provided by representatives or such other employee(s) of Consultant who are approved by Company in writing prior to performing any of the Services.  Consultant agrees that it shall be responsible for a breach of this Agreement by any of its employees, agents and/or contractors.

Compensation.  Consultant shall be entitled to a payment of [$__23.75____ per hour/per project/etc.] for the Services.  Consultant shall provide Company with an invoice for the compensation amount, and Company agrees to pay the invoice within thirty (30) days of receipt of invoice.

Consultant shall not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement, unless approved by Company Representative.

Term/Termination. This Agreement will commence on the Effective Date and continue until __October 1, 2024_____ (“Termination Date”), unless terminated prior to the Termination Date by the Company or extended by mutual agreement in writing.  The Company, in its sole discretion, may immediately terminate this Agreement at any time without cause, and without liability except for required payment for services rendered, and reimbursement for authorized expenses incurred, prior to the Termination Date, by providing written notice to Consultant. In the event of termination by Company prior to the Termination Date, but where the Services have been partially performed by Consultant, the Consultant will be entitled to pro rata payment of the Compensation to the date of termination, provided that there has been no breach of contract on the part of the Consultant.

Confidentiality.

Proprietary Information.  Consultant understands that the Company possesses and will possess Proprietary Information that is important to its business.  For purposes of this Agreement, “Proprietary Information” is all information, technical data, or know-how, including, but not limited to, that which relates to Company’s research, products, hardware, software, designs, inventions, ideas, processes, drawings, business plans, product implementations, financial information, marketing techniques, business operation and systems, pricing policies, information concerning employees, customers, and/or vendors disclosed by one party to another in writing, orally, by inspection, or otherwise, that is disclosed to Consultant or that was or will be developed, learned, created, or discovered by Consultant in the course of performing the Services of this Agreement, or that became or will become known by, or was or is conveyed to Company (including, without limitation, the Results), or that is developed at Company’s facilities or with use of Company’s equipment.

Proprietary Information includes, but is not limited to, information (and all tangible items in any form incorporating, embodying or containing information) relating to (a) all client/customer lists, vendor lists and all lists or other compilations containing client, customer or vendor information; (b) information about products, proposed products, research, product development, know-how, techniques, processes, costs, profits, markets, marketing plans, strategies, forecasts, sales and commissions, and unpublished information relating to technological and scientific developments; (c) plans for future development and new product concepts; (d) all manufacturing techniques or processes, documents, books, papers, drawings, schematics, models, sketches, computer programs, databases, and other data of any kind and descriptions including electronic data recorded or retrieved by any means; (e) the compensation, performance and terms of employment of Company employees; (f) software in various stages of development, and any designs, drawings, schematics, specifications, techniques, models, data, source code, algorithms, object code, documentation, diagrams, flow charts, research and development, processes and procedures relating to any software; and (g) all other information that has been or will be given to Consultant in confidence by Company (or any affiliate) concerning Company’s actual or anticipated business, research or development, or that is received in confidence by or for Company from any other person or entity.

Proprietary Information does not include information that Consultant demonstrates to Company’s satisfaction, by written documentation created in the ordinary course of business, (i) is in the public domain through lawful means that do not directly or indirectly result from any act or omission of Consultant in breach of its obligations hereunder or (ii) was already rightfully known to Consultant (other than in connection with this consulting arrangement) without restriction on use or disclosure at the time of Company’s disclosure to Consultant.

Non Disclosure.  Consultant understands that the consulting arrangement creates a relationship of confidence and trust between Consultant and Company with regard to Proprietary Information.  Consultant will at all times, both during and after the term of this Agreement, keep the Proprietary Information in confidence and trust.  Consultant will not, without the prior written consent of an authorized officer of Company (i) copy, use or disclose any Proprietary Information, (ii) remove any Proprietary Information from the business premises of Company, or (iii) deliver any Proprietary Information to any person or entity outside the Company.  Consultant shall also not reproduce, by any method, any of the Proprietary Information provided by Company without prior written consent.  Notwithstanding the foregoing, Consultant may use the Proprietary Information (and disclose and deliver same to Consultant’s employees, if applicable, who have a need to know, provided such employees have previously entered into written agreements protecting third-party proprietary information received by Consultant and containing provisions at least as restrictive as those set forth in this Section 4) as may be necessary and appropriate in the ordinary course of performing the Services.

Return of Proprietary Information.  Consultant agrees that upon termination of this Agreement for any reason, completion of the Services, or upon Company’s request, Consultant shall promptly deliver to Company all Proprietary Information, any document or media that contains Results (and all copies thereof), and any apparatus or equipment (and other physical property or any reproduction of such property), excepting only Consultant’s copy of this Agreement.

Data Security.  If Consultant is not utilizing Company issued devices, Consultant is required to maintain its IT equipment securely using industry standard virus protection with regularly updated virus definitions as well as regular up to date patches on their operating systems. Consultant acknowledges that proper IT security hygiene is critically important, and passwords are never to be shared with anyone other than those they are provided to in order to meet its obligations under this Agreement.

Ownership and License.

Assignment of Proprietary Information.  All Proprietary Information, and all patent rights, copyrights, mask work rights, trademark rights, trade secret rights, sui generis database rights, and all other intellectual and industrial property and proprietary rights of any kind that currently exist or may exist in the future anywhere in the world (collectively, the “Proprietary Rights”) in connection therewith shall be the sole property of Company.  Consultant hereby irrevocably assigns to Company, without further consideration, any and all Proprietary Rights that Consultant may have or acquire in the Proprietary Information.

Disclosure of Inventions.  Consultant will promptly disclose in writing to Company’s Contact all “Inventions” (which term includes patentable or non-patentable inventions, original works of authorship, derivative works, trade secrets, technology, computer software, application programming interfaces, ideas, discoveries, algorithms, protocols, compositions, designs, formulas, processes, trademarks, service marks, patents, copyrights, techniques, know how and data, and all improvements, rights, and claims related to the foregoing) made, conceived, reduced to practice, or developed by Consultant, either alone or jointly with others, during the term of this Agreement that relate to Company’s business, relate to demonstrably anticipated research or development of Company, or that result from any of the Services that Consultant has performed, or will perform, for Company.  Consultant will not disclose Inventions covered by this Section 5.b to any person outside of Company unless requested to do so by management personnel of Company.

Assignment of Inventions.  Consultant hereby irrevocably assigns to Company, without further consideration, all right, title, and interest that Consultant may presently have or acquire (throughout Canada, the United States and in all other countries), free and clear of all liens and encumbrances, in and to each Invention requiring disclosure under Section 5.b., which shall be the sole property of Company, whether or not patentable.  Without limiting the foregoing, Consultant agrees that any such Invention comprising an original work of authorship shall be deemed to be a “work made for hire” and that Company shall be deemed the author thereof under the U.S. Copyright Act (Title 17 of the U.S. Code), provided that in the event and to the extent any such work of authorship is determined not to constitute a “work made for hire” as a matter of law, Consultant hereby irrevocably assigns and transfers to Company all right, title and interest in and to any such work of authorship including, without limitation, all copyrights.

Moral Rights.  Any assignment of copyright hereunder (and any ownership of a copyright as a work made for hire) includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively, “Moral Rights”).  To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where Moral Rights exist, Consultant hereby ratifies and consents to any action of Company that would violate such Moral Rights in the absence of such ratification/consent.  Consultant will confirm any such ratifications and consents from time to time as requested by Company.

Excluded Inventions.  Consultant has attached hereto as Exhibit A, a complete list of all existing Inventions to which Consultant claims ownership as of the date of this Agreement and that Consultant desires to specifically clarify are not subject to this Agreement.  Consultant represents that Exhibit A is accurate and complete.  If Exhibit A contains no such Inventions, Consultant represents that Consultant has no such Inventions at the time of signing this Agreement.

License.  If any Proprietary Rights or Inventions assigned hereunder or any Results are based on, or incorporate, or are improvements or derivatives of, or cannot be reasonably made, used, modified, maintained, supported, reproduced and distributed or otherwise fully exploited without using or violating technology or Proprietary Rights owned or licensed by Consultant and not assigned hereunder, Consultant hereby grants Company a perpetual, irrevocable, worldwide, fully paid up, royalty free, nonexclusive, sublicensable right and license to exploit and exercise all such technology and Proprietary Rights in support of Company’s exercise or exploitation of any Results or assigned Proprietary Rights or Inventions (including any modifications, improvements and derivatives works thereof).

Privacy.  Consultant recognizes and agrees that it has no expectation of privacy with respect to Company’s telecommunications, networking, or information processing systems (including, without limitation, stored computer files, e mail messages and voice messages) and that Consultant’s activity, and any files or messages, on any of those systems may be monitored at any time without notice.

Independent Contractor.  Consultant is an independent contractor and is solely responsible for all taxes, withholdings, and other similar statutory obligations including, without limitation, Workers’ Compensation Insurance, Unemployment Insurance, or Disability Insurance.  Consultant is solely responsible for the payment of compensation or other amounts owing to its employees, representatives and agents arising out of the provision of the Services.  Neither Consultant nor any of its employees have employee status with Company and neither Consultant nor any of its employees may participate in any plans, arrangements, or distributions by Company pertaining to or in connection with any pension, stock, bonus, profit-sharing, or other benefit program Company may have for its employees.  Consultant has no authority to act on behalf of or to enter into any contract, incur any liability or make any representation on behalf of Company.  Consultant is required to use Consultant’s own tools, including but not limited to computer, cell phone, automobile and/or any other tools necessary for the completion of the Services.  Consultant agrees to defend, indemnify and hold Company harmless from any and all claims made by any person or entity on account of an alleged failure by Consultant to satisfy any tax, withholding, or other similar regulatory or statutory obligations, or arising out of Consultant’s employment or engagement of persons to provide the Services.  Company shall issue Form 1099 records for its payments to Consultant made pursuant to this Agreement.

Representations and Warranties.  Consultant represents and warrants that, as of the Effective Date and at all times during the term of this Agreement: (a) Consultant’s performance of the Services and all terms of this Agreement will not breach any agreement that Consultant has with another party including, without limitation, any agreement to keep in confidence proprietary information acquired by Consultant in confidence or trust prior to the execution of this Agreement; (b) Consultant is not and will not be bound by any agreement, nor has assumed or will assume any obligation, which would in any way be inconsistent with the Services to be performed by Consultant under this Agreement; (c) in performing the Services, Consultant will not use any confidential or proprietary information of another party, or infringe the Proprietary Rights of another party, nor will Consultant disclose to Company, or bring onto Company’s premises, or induce Company to use any confidential or proprietary information of any person or entity other than Company or Consultant; and (d) all of Consultant’s employees and contractors, as applicable, performing any of the Services have executed written non disclosure, assignment of rights and other appropriate agreements sufficient to protect the confidentiality of the Proprietary Information, and sufficient to allow Consultant to grant the assignments and licenses to Company as provided herein.  Consultant makes no other express or implied warranties including, without limitation, any warranty of merchantability or fitness for a particular purpose.

Indemnity.  Consultant will defend, indemnify and hold Company and its affiliates (and their respective employees, directors and representatives) harmless against any and all losses, liabilities, damages, claims, demands and suits and related costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising or resulting, directly or indirectly, from (i) any act or omission of Consultant (its employees or independent contractors) or Consultant’s (its employees’ or independent contractors’) breach of any representation, warranty or covenant of this Agreement, or (ii) infringement of any third-party intellectual property rights by the Results, Company’s use of the Results  or Consultant’s performance of the Services.

Arbitration.  The parties mutually agree to submit any and all disputes arising out of this Agreement to binding arbitration pursuant to the terms set forth in Exhibit B.

Limit of Liability.  NOTWITHSTANDING ANY¬THING ELSE IN THIS AGREEMENT OR OTHERWISE, NEITHER CONSULTANT NOR COMPANY WILL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES.  THE FOREGOING LIMITATION DOES NOT APPLY TO CONSULTANT’S OBLIGATIONS OF CON¬FIDENTIALITY UNDER SECTION 4, ASSIGNMENT AND DISCLOSURE UNDER SECTION 5, OR INDEMNITY UNDER SECTIONS 6 OR 8.

Miscellaneous.

Governing Law.  Consultant agrees that any dispute in the meaning, effect or validity of this Agreement shall be resolved in accordance with the province where Consultant is providing services. If any provision of this Agreement is held to be illegal or unenforceable, such provision shall be limited or excluded from this Agreement to the minimum extent required, and the balance of the Agreement shall be interpreted as if such provision was so limited or excluded and shall be enforceable in accordance with its terms.

Assignment.  This Agreement (together with all attached exhibits) shall be binding upon Consultant and inure to the benefit of the parties hereto and their respective heirs, successors, assigns, and personal representatives; provided, however, that Consultant shall not assign any of its rights or delegate any of its duties hereunder without Company’s prior written consent.  Any purported assignment or delegation in violation of this Section 12.b, shall be null and void, and have no effect.

Entire Agreement/Modifications.  This Agreement (together with all attached exhibits) contains the entire understanding of the parties regarding the subject matter of Consultant’s consulting relationship with the Company. This Agreement may only be modified by a subsequent written agreement executed by authorized representatives of both parties.

Notices.  All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:

TheKey, LLC

220 Congress Park Drive

Suite 330B

Delray Beach, FL 33445

Consultant:	_____Jessica Groen____________________________________________

Address:	261238 Rge Rd 290, Rocky View County, Alberta. T4A 3E6____________

or to such other address as either Party may from time to time notify the other and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.

Attorneys’ Fees.  If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, court costs and necessary disbursements, in addition to any other relief to which the party may be entitled.

Survival.  The provisions of this Agreement that may be reasonably interpreted as surviving its termination shall continue in effect after termination of this Agreement.  Company is entitled to communicate Consultant’s obligations under this Agreement to any future client or potential client of Consultant.

CONSULTANT HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS AND ACCEPTS THE OBLIGATIONS WHICH IT IMPOSES UPON CONSULTANT WITHOUT RESERVATION.  NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO CONSULTANT TO INDUCE CONSULTANT TO SIGN THIS AGREEMENT.  CONSULTANT SIGNS THIS AGREEMENT VOLUNTARILY AND FREELY.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the first day above written.

TheKey, LLC

By:			_______Calgary, Alberta__________________

Name:			______Charles Terlesky___________________

Title:			_______General Manager_________________

Date:			________February 6, 2024_______________

CONSULTANT

By:			________________________________________

Name:			________Jessica Groen___________________

Tax Identity No.:	________________________________________

Phone:			_______403-404-7337_____________________

Email:			_______ jesst2815@gmail.com ______________

Date:			________________________________________

EXHIBIT A

DISCLOSURE OF INVENTIONS

The following is a complete list of Inventions relevant to the performance of the Services for Home Care Assistance of Canada, INC (“Company”) that have been made or conceived or first reduced to practice by Consultant alone or jointly with others prior to the execution of that certain Consulting

Services Agreement dated _February 6, 2024________ (“Agreement”) entered into between Consultant and Company that Consultant desires to clarify are not subject to the Agreement.

No Inventions

See below

Additional sheets attached

CONSULTANT

By:			________________________________________

Name:			______Jessica Groen___________________

Date:			________________________________________

Exhibit B

ARBITRATION CLAUSE

Arbitration. The Company and Consultant mutually agree that any and all controversies, claims, or disputes with anyone (including the company and any employee, officer, director, or shareholder of the company in their capacity as such or otherwise) arising out of, relating to, or resulting from the Agreement with the Company or the termination of the Consultant’s relationship with the Company, including any breach of this Agreement, shall be subject to binding arbitration. We agree to arbitrate, and thereby agree to waive any right to a trial by jury, any statutory claims under provincial or federal law. The parties understand that this agreement to arbitrate applies to any disputes that the Company may have with Consultant.

Class and Collective Action Waiver. Company and Consultant waive any right for any dispute to be brought, heard, decided, or arbitrated as a class and/or collective action and the arbitrator will have no authority to hear or preside of any such claim (“Class Action Waiver”). Additionally, no arbitration may be consolidated or joined in any way with an arbitration proceeding involving different consultants.  If there is a final judicial determination that the Class Action Waiver is unenforceable and that a class or collective action may proceed notwithstanding the existence of this arbitration agreement, the arbitrator is nevertheless without authority to preside over a class or collective action and, in that event, any class or collective action must be brought in a court of competent jurisdiction—not in arbitration.

Procedure.  Any arbitration will be administered by the ICDR Canada in accordance with its Canadian Arbitration Rules (the “Rules”). The parties agree that the arbitrator shall have the power to decide any motions brought by any party to the arbitration, including motions for summary judgment and/or adjudication and motions to dismiss and demurrers, prior to any arbitration hearing.  They also agree that the arbitrator shall have the power to award any remedies, including attorneys’ fees and costs, available under applicable law.  The parties understand the Company will pay for any administrative or hearing fees charged by the arbitrator or ICDR.  The arbitrator’s decision shall be in writing.

Remedy. Except as provided by the Rules and this agreement, arbitration shall be the sole, exclusive and final remedy for any dispute between the Company and Consultant. Accordingly, except as provided for by the Rules and this agreement, neither the Company nor Consultant will be permitted to pursue court action regarding claims that are subject to arbitration. Notwithstanding, the arbitrator will not have the authority to disregard or refuse to enforce any lawful Company policy, and the arbitrator shall not order or require the Company to adopt a policy not otherwise required by law which the Company has not adopted.

Availability of Injunctive Relief. In addition to the right under the Rules to petition the court for provisional relief, any party may also petition the court for injunctive relief where either party alleges or claims a violation of Sections 4 (Confidentiality) and 5 (Ownership and License) between Consultant and Company.  Any breach or threatened breach of such an agreement will cause irreparable injury to the Company and that money damages will not provide an adequate remedy.  Therefore, both parties hereby consent to the issuance of an injunction. In the event either party seeks injunctive relief, the prevailing party shall be entitled to reasonable costs and attorney fees.

Administrative Relief.  This agreement does not prohibit Consultant from pursuing an administrative claim with a provincial or federal administrative body. This agreement does, however, preclude pursuing court action regarding any such claim.

Voluntary Nature of Agreement.  Consultant agrees that Consultant is executing this agreement voluntarily and without any duress or undue influence by the Company or anyone else. Consultant further acknowledges and agrees that he has carefully read this Agreement and that has asked any questions needed to understand the terms, consequences and binding effect of this Agreement, including waiving the right to a jury trial. Finally, Consultant agrees that he has had the opportunity to seek the advice of an attorney.

TheKey, LLC

By:			______Calgary , Alberta_________________

Name:			______Charles Terlesky__________________

Title:			______General Manager _________________

Date:			______February 6, 2024________________

CONSULTANT

By:			________________________________________

Name:			________________________________________

Date:			________________________________________