1.1  Organization hereby engages MCI to provide the Services (as defined below), and MCI hereby agrees to provide the Services to Organization, for the fees and upon the terms and conditions contained herein. 

1.2   The services to be provided by MCI shall consist of all those services as set out on Schedule A attached hereto (the “Services”), and such further and other services as the parties may mutually agree upon in writing from time to time. 

1.3.  This agreement is not to be construed to create or imply any partnership, agency, or joint venture as between the parties. Neither party, will have any power or authority to assume or create any obligation on behalf of the other, except as explicitly contemplated in writing herein.

1.4.  Each client of Organization shall be required to sign a separate agreement with MCI as set out in Schedule C included in signed agreement (the “Client Agreement”) prior to MCI providing services to such client of Organization. 

2.1   In exchange for the provision of the Services, Organization agrees to pay MCI those fees as set out on Schedule B attached hereto (the “Fees”). 

2.2.  MCI shall render invoices for the Fees as specified on Schedule B attached hereto (an “Invoice” or “Invoices”). 

2.3.  All Invoices shall include HST where applicable, and shall be submitted to Organization electronically at the specified email address. 

2.4.  Organization will pay MCI’s Invoices in accordance with the provisions of Schedule B, or otherwise within thirty (30) days of the delivery of same.

3.1 Subject to the provisions of Article 8, MCI’s engagement herein shall commence on the date specified on the agreement and shall continue for an indefinite period (the “Term”).

4.1   MCI covenants and agrees that it shall provide the Services in a good and workmanlike manner, using all required skill and diligence in the performance of the Services, as would a prudent person providing the same or similar services. MCI will ensure that only employees, contractors, or consultants that are duly qualified to perform any particular component of the Services will be so involved in the provision of Services. 

4.2   MCI shall at all times adhere to the applicable laws of the jurisdiction in which its Services are being provided. 

4.3.  MCI shall be solely responsible for the hiring or engagement, training, and payment of its employees, including the withholding and remittance or payment of all amounts required for employee income taxes, employment insurance premiums, Canada Pension Plan contributions, WSIB, and Employer Health Tax, to the extent that any of same are applicable. 

4.4.  MCI shall be responsible for remitting any required HST to the Receiver General for Canada, as and when required by the Excise Tax Act (Canada), and covenants and agrees to indemnify Organization in respect of same. 

4.5   MCI shall only provide the Services for the benefit of designated clients of Organization that have executed the Client Agreement.

5.1.  MCI acknowledges and agrees that in the course of providing Services to Organization, MCI, along with its employees, contractors, and consultants (collectively in this Article referred to as “MCI Personnel”) may obtain, gain access to, be exposed to, or otherwise be provided with confidential information regarding the business and affairs of Organization, its clients, and affiliates, in one or more forms or medium, including without limitation written, oral, printed, electronic and/or digital (in all cases, “Confidential Information”). 

5.2.  MCI covenants and agrees to take all reasonable precautions to ensure that all MCI Personnel shall maintain the confidentiality of any Confidential Information, shall not disclose the Confidential Information to any person unless required in connection with the provision of the Services, shall not make use of the Confidential Information for their own purposes, and shall return any Confidential Information to MCI upon completion of the Services, termination of employment or engagement, or upon request by Organization or MCI.  

5.3.  The term Confidential Information will not, however, include information that (i) was or becomes publicly available other than as a result of a disclosure directly or indirectly by MCI or MCI Personnel in violation of this Agreement (as defined below), (ii) becomes available to MCI on a non-confidential basis from a source (other than Organization and any of its representatives) not known by you, after reasonable inquiry, to be prohibited from disclosing such information to you by a legal, contractual or fiduciary obligation, (iii) was already in MCI’s or MCI Personnel’s possession prior to receiving such information from a source not known by you, after reasonable inquiry, to be prohibited from disclosing such information to you by a legal, contractual or fiduciary obligation, (iv) was or is developed independently by MCI or MCI Personnel without the use of Confidential Information or (v) is available in the public domain. 

5.4   MCI shall ensure that all employee(s) and MCI Personnel are bound by a Confidentiality and Non-Disclosure Agreement in a form satisfactory to Organization, as a condition to such employee(s) or MCI Personnel gaining access to any Confidential Information of providing any Services. 

5.5   MCI shall be specifically permitted to subcontract its obligations hereunder without requiring the prior written consent of the Organization, in its absolute discretion.

6.1   Organization covenants and agrees to pay MCI’s Invoices, within the time prescribed in Section 2.4 above and/or on Schedule B on signed agreement. attached hereto. 

6.2   Organization covenants and agrees to provide MCI with such information and other materials (whether considered Confidential Information or not), as may be requested or required by MCI, or as may otherwise be contemplated by the scope of the Services, in order to permit MCI to perform the Services in a timely manner. 

6.3   Organization agrees to abide by and accept MCI’s terms and conditions, which may be amended from time to time, and which can be found at
6.4   Organization agrees to abide by all terms and conditions stipulated by a third-party supplier of any of the Services requested pursuant to this agreement. Further, the Organization agrees to indemnify and hold MCI and MCI Personnel harmless from and against, any claims, losses, damages, causes of action, together with costs and expenses, including legal fees, incurred by MCI arising from the Organization’s failure to abide by the terms and conditions of any third-party supplier or under this agreement, including without limitation any injuries, including death, loss of or damage to property.

7.1   At all times during the provision of services by MCI to Organization, Organization covenants and agrees that it shall not solicit, counsel or encourage any employees, contractors, or consultants of MCI to withdraw their services from MCI. Organization covenants and agrees that at no time will it seek to directly or indirectly engage any employee, contractor, or consultant of MCI to directly or indirectly provide any service to Organization that is also offered by MCI without the express written consent of MCI. 

7.2   Following the termination of this agreement for any reason whatsoever, Organization covenants and agrees that the provisions of sections 7.1 shall survive such termination for a period of two (2) years (the “Restrictive Period”), which period of time Organization acknowledges and agrees is fair and reasonable, and reasonably necessary for the protection of MCI, provided that such non-solicitation activities shall be restricted to any and all employees, contractors, and customers of MCI of whom Organization had knowledge and/or had contact with at any time during its engagement with MCI in accordance with this agreement. 

7.3   In the event that any court of competent jurisdiction finds that the Restrictive Period is excessive or unenforceable, the parties covenant and agree that such court shall have the power to substitute such Restrictive Period with any restrictive period that such court deems reasonable, and the parties agree to be bound by any such substituted restrictive period as though originally agreed-upon in this agreement. 

8.1   Notwithstanding the Term, either party may terminate this agreement for cause, if the other party is in default of any material provision of this agreement (a “Default”), upon written notice to the other party specifying the alleged Default and providing a minimum period of five (5) days to remedy the Default.  

8.2.  If the Default has not been remedied within the notice period given, or such longer period of time as may be reasonably required to remedy such Default given the nature of the Default, then upon the expiry of such notice period (or extended period as aforesaid), this agreement shall be and become terminated effective the day after the expiry of the notice. 

8.3   Notwithstanding the Term, either party may terminate this agreement without cause, upon providing the other party with a minimum of thirty (30) days’ notice in writing of such termination. 

8.4   Upon the termination of this agreement by either party for any reason, MCI shall return to Organization any and all property of Organization then in its possession or in the possession of any MCI Personnel, including without limitation any Confidential Information, in all forms and medium whatsoever. 

8.5.  Upon the termination of this agreement by either party for any reason, Organization shall only be responsible for the payment to MCI of any Fees earned up to the effective date of termination and any validly incurred expenses. The annual fee shall be deemed earned from the moment of payment and shall not be subject to pro-rata refund in the event of termination. The annual fee is fully non-refundable without exception upon payment. 

8.6   No termination of this agreement, whether for cause or not, shall affect the rights of either party hereunder in respect of the provisions of Article 2, Section 4.3, Article 5, Section 6.1, or Sections 8.4, or 8.5, all of which provisions shall remain in force and effect. 

9.1   Notwithstanding any other remedy or remedies available to Organization pursuant to this agreement or pursuant to any statute, common law, or equitable principal of law, in the event that MCI or any MCI Personnel has breached or threatens to breach any of the provisions of Article 5, then Organization shall be entitled to obtain a mandatory order or injunction restraining MCI and/or the relevant MCI Personnel from engaging in or continuing any conduct that caused or threatens to cause the breach of such Article(s) (“Injunctive Relief”). 

9.2   If Injunctive Relief is sought by Organization, MCI herein agrees for itself and on behalf of any MCI Personnel to the granting of same against it/them by a Court of competent jurisdiction, without the necessity of proving irreparable harm or damages (as irreparable harm and resulting damages are presumed consequences) and acknowledge that same is reasonably necessary for the protection of the interests of Organization. Notwithstanding that Organization shall not be required to prove irreparable harm, Organization will still be required to prove any damages claimed. 

9.3   Neither party will be liable to the other party for any indirect, incidental, consequential, or special damages (including, without limitation, lost profits, lost future earnings, lost economic advantage) arising from or relating to any delay, performance, or failure to perform under this agreement, even if a party has been advised of the possibility. Each party hereby waives and releases any such claims for such damages against the other party. MCI’s liability to Organization for damages of any kind arising from its services is limited to the amount paid by Organization for services pursuant to this agreement.  

10.1   Any notice required or permitted to be given pursuant to this agreement may be validly given if made in writing and sent to the party to which such notice applies by personal delivery, or by registered mail or courier with signed receipt requested, or by facsimile or email with a copy sent by regular postage pre-paid mail, at the following addresses: Modern Concierge. 346-110 Cumberland Street, Suite 346, Toronto, ON M5R 3V5. 

10.2   This agreement shall be governed by, construed, and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable hereto. 

10.3   MCI does not represent or warrant in any manner that the Services provided by MCI to Organization will result in any additional profits, sales, exposure, or brand recognition for Organization. Specifically, Organization, shall have no recourse or remedy against MCI or any MCI Personnel if Organization does not achieve expected or any results from the Services provided by MCI. 

10.4   This agreement shall be binding on and inure to the benefit of the parties and their respective affiliates, successors and assigns. 

10.5   This agreement is based on good faith negotiations between the parties and no rules of legal construction including contra proferentem or otherwise shall be applied to construe the terms hereof against a party as a drafter of this Agreement. 

10.6   MCI makes no representation or warranty in respect of any third-party services required by way of the provision of the Services, and Organization hereby agrees that MCI will under no circumstances be held responsible for the quality of services provided by any third-party or the satisfaction of Organization with respect to any third-party services provided. 

10.7   Should any provision of this agreement be found to be unreasonable or unenforceable by a Court of competent jurisdiction, then such provision shall be severable from this agreement, such that the enforceability of the remainder of this agreement shall not be affected. 

10.8   If any dispute arises between the parties over the interpretation, applicability, or enforcement of any provision hereof, the parties shall first attempt to negotiate a resolution of such dispute, either with or without the involvement of counsel (“Negotiation”). In the event that the parties have engaged in Negotiation and have not been able to resolve such dispute then, at any time after the conclusion of such unsuccessful Negotiation, any party to such dispute may refer the dispute to mediation, to be conducted by a suitable mediator to be agreed upon by the parties to the dispute and, if the parties are unable to agree on the mediator then each party to the dispute shall submit a list of two (2) mediators and one mediator’s name shall be randomly drawn from among the names submitted, by an impartial third party, and that mediator shall conduct the mediation (“Mediation”). In the event that the parties to a dispute were unable to resolve the dispute by way of Mediation, then at any time after the conclusion of such unsuccessful Mediation, any party to such dispute may refer the dispute to arbitration, to be conducted by a suitably experienced single arbitrator pursuant to the Arbitration Act, 1991 (Ontario), such arbitrator to be agreed upon by the parties to the dispute and, if the parties are unable to agree on the arbitrator then each party to the dispute shall submit a list of two (2) arbitrators and one arbitrator’s name shall be randomly drawn from among the names submitted, by an impartial third party, and that arbitrator shall conduct the arbitration (“Arbitration”). The Arbitration shall be conducted in accordance with the terms and conditions of the arbitrator’s usual form of arbitration agreement, provided that same shall allow for an appeal of the arbitrator’s decision and award only on the basis of an error or law, and for no other reason. Otherwise, the arbitrator’s decision shall be final and binding on all parties concerned. 

 10.9   This agreement may only be amended, varied, or modified by further instrument or agreement made in writing and signed by all of the parties affected by such amendment, variation, or modification. 

10.10   This agreement and the schedules attached hereto represent the entire agreement between the parties in respect of the subject matter hereof, and supersedes all prior negotiations and discussions. There are no oral, verbal, or collateral terms, conditions, representations, warranties, or obligations of any party not set forth herein. 
10.11   Time shall be of the essence in this agreement and in every part hereof. 

10.12   This agreement may be executed and/or delivered by the parties electronically, in counterparts. Any such electronic signatures and/or electronic delivery shall be just as valid and binding on the party as though executed and delivered originally, and all such counterparts shall be construed as but one and the same agreement. The lack of any originally executed copy shall not prevent a party from maintaining any proceeding to enforce this agreement.