RETAIL SALES AND MERCHANDISING SERVICES AGREEMENT



BETWEEN:

MCA – Merchandising Consultants Associates (“Principal”)

- and –

Independent Contractor

General Terms And Conditions

The following General Terms and Conditions are incorporated into and make up the Retail Services Contract.

Subject to the terms and conditions contained in this contract, The Principal may provide you with periodic work through out the course of this year

The Agreement of the parties shall incorporate all of the following:

1. Engagement

1.1 Principal does hereby engage Contractor to undertake the execution of the project for the term in accordance with the provisions of their contract which includes their agreement set forth in these General Terms and Conditions.

1.2 The term (“Term”) of the project shall be prescribed. If the contract is open ended, or pertains to a defined period, over which a number of smaller sub-contacts may be awarded, each subcontract must be communicated.

1.3 Except in the event of circumstances beyond reasonable control, the Contractor represents to the Principal that it has all the resources necessary to complete the project within the description and guidelines prescribed.

4. Contractor agrees not to subcontract the project to another contractor without discussing it with the principal first to ensure that the project is completed with the highest quality possible and within agreed to time frames.

5. Contractor has read the Late Call policy portion of the procedures manual and fully understands that MCA-Merchandising Consultants is not liable to pay out for any merchandising calls that are completed and/or entered after the 3-day grace period outlined in the manual.

2. Compensation

1. Contractor shall be compensated on either a per-project or a per-hour basis. The terms of each compensation arrangement will be supplied.

2.2 Contractor shall provide invoices reflecting the amounts due for the services rendered. A call report entered on the web shall suffice as an invoice.

3. Cancellation

Either party may terminate the Contract without penalty, by written notice served to the other party. The date of termination shall be the date of receipt by the receiving party. Termination notices must be sent by courier to arrive the next day.

4. Relationship of the Parties

4.1 The parties agree that the relationship of the parties shall be that of Principal and independent Contractor, and that the parties shall not be deemed to have any other relationship, including but not limited to, that of partners, joint ventures, and the like.

4.2 Contractor acknowledges that the consideration to be received by him for the performance of the services under this agreement shall be the compensation as prescribed and the contractor shall not be entitled to any other compensation, benefits, enhancements, and the like.

4.3 Contractor acknowledges that it is fully responsible for the payment of all taxes assessed as a result of the earnings realized for work under this contract, including all federal and provincial taxes, CPP, EI, etc. Contractor acknowledges that it cannot receive a Record of Employment as hours are not insurable.

4.4 Contractor agrees that in fulfilling the contract that they will: Supply their own equipment to be used during the contract. (Examples – an insured car in good running order, apparel, tools, etc.)

5. Understand that in the course of conducting the contract, that proper attire, attitude and manners will be maintained thereby protecting the goodwill and reputation of both Principal and any other companies.

5. Confidentiality/Terms:

1. Contractor acknowledges and agrees that pursuant to this contract that it may from time to time receive from Principal information that is identified as being confidential. While Principal will attempt to limit this type of confidential information, if it is identified as such, the contractor agrees to respect the stated confidentiality

5.2 The Contractor has the right to refuse work under the contract and the Principal recognizes this right. The Principal has the right to stop offering work, if the above contract is voided, or the work of the Contractor is not up to the standards as outlined in the Work Order.

5.3 This contract is in effect until terminated by either party.

6. Definitions:

The following definitions will apply in conjunction with this agreement.

6.1 Contractor - shall mean the entity engaged by the principal to execute the project

under the terms of this agreement.

6.2 Principal - shall mean the entity that is offering the work on the project under

the terms of this agreement

6.3 Project - shall mean the description of the Contractor’s engagement to provide

services

6.4 Report - shall mean a record of the Contractors work.

7. Pay Stubs and Tax Forms

All Contractors for MCA must register with epost.ca in order to view their biweekly payment stubs and annual tax forms when applicable.

Instructions for Epost.

 

1.    go to epost.ca

2.    create a new account

3.    fill in the required information including choosing a username and password

4.    go to add Mailers and choose Ontario and CERIDIAN to add

5.    for employee number, the rep is to use their rep number

6.    for employer number, it is 019707

7.    reps should tick off both boxes for paystubs and tax forms.

Late Call Policy

Contractor has read the Late Call Policy portion of the Guidelines for Sales and Merchandising Contractors and fully understands that MCA-Merchandising Consultants is not liable to pay out for any merchandising calls that are completed and/or entered on-line after the 3-day grace period outline in the manual.

Agreed:

|Name/Title: | |Name: |

| | | |

|Signature | |Signature |

|MCA - Merchandising Consultants Associates | |Contractor – I have read and understand this contract. |

| | | |

|Date: | |Date: |

| | | |

PLEASE FAX BACK THIS DOCUMENT ALONG WITH ITS CONFIDENTIALITY AGREEMENT ADDENDUM TO 1-866-574-2279 or email copy to michaelm@mca.ca

Addendum to Retail Services Contract – CONFIDENTIALITY AGREEMENT

MCA’s business is built on the foundation of both external and internal confidentiality. These can be elaborated on as follows:

External Confidentiality: In working with our clients, we gain access, either directly or indirectly, to information about their businesses, which are deemed important and confidential. At all times we

must always maintain our client’s trust and keep such information confidential.

As part of your job, you must recognize this need for confidentiality and agree that no information regarding our clients or their business methodology, objectives or plans will be shared in any way

with any outside companies.

Internal Confidentiality: Our corporate knowledge, expertise and processes are critical to our current

and ongoing competitive edge. Therefore, all company information is the valuable property of MCA

or one of its associated companies. Therefore, other than the ongoing conveyance of your day-to-day

role and responsibilities, you cannot be involved in the following:

➢ Copying company information

➢ Transmitting company information

➢ Storing company information

Allowing others to do any of the above

In the above, “company information” can be defined as (but not restricted to: software, programs, data, procedures, processes, documentation, formulas, databases, etc. Any of this information on any type

of media (e.g. paper, magnetic, and optical) belongs to the company and should automatically be

returned to the company upon separation. Any breach of these two confidentialities, which are

vital to our business and corporate well-being, would be grounds for immediate dismissal.

Agreed to:

| | |

|Name (Print) | |

| | |

| | |

|Signature | |

| | |

|Date | |

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➢ Keeping company information

➢ Gaining from company information

➢ Using company information

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