Canada Terms and Conditions
Catalyst Canada Inc. Terms and Conditions of Service (the “Agreement”)
- Services. Catalyst Canada Inc. (“Catalyst”) will provide the services (the “Services”) described in the email confirmation provided to the Client named therein (the “Client”).
- Fee. Client will pay the fee stated in the email confirmation (the “Fee”).
- Expense. Catalyst will charge direct expenses incurred in connection with providing the Services, including, but not limited to, air and local travel, transcriptions and messenger charges, to Client at cost. Significant expenses are subject to prior approval by Client.
- Invoices. Client shall pay all invoices, except in the case of a good faith dispute, within thirty (30) days of delivery of the Services.
- Intellectual Property. Any materials or information owned by or licensed to Catalyst or otherwise in its possession or control (the “Catalyst Proprietary Information”) are the sole property of Catalyst and nothing in the delivery of the Services or this Agreement shall be construed to give Client any rights in or to the Catalyst Proprietary Information, except as specifically provided below in the Licenses. Any work product and all intellectual property contained therein, which may include Catalyst Proprietary Information, that is delivered to Client by Catalyst pursuant to the SOW (the “Deliverables”) is also the exclusive property of Catalyst, except as specifically provided below in the Licenses. 5(a) For Services that consist of speaking engagements or workshops, Catalyst hereby grants to Client a nonexclusive, nontransferable, nonsublicenseable license (the “Program License”) to reproduce, distribute, and display any slides, presentations, workbooks, or other materials that are distributed by Catalyst to Client in connection with the delivery of the workshop or speaking engagement (the “Material”) to participants who attend such program and for whom the program is intended and only for such participant’s personal internal use at Client. Whenever Client uses the Material pursuant to this Program License, the Material must bear the following notice: “© Catalyst Inc. 2019. Use pursuant to license found at www.Catalyst.org/terms”. Recording of engagements (“Recording”) requires separate written permission from Catalyst. If granted, the Recording is deemed “Material” and subject to the Program License; provided however, that as to the Recording the Program License shall automatically expire on the 1 year anniversary of the program date. 5(b) For Services that consist of Consulting Services, Catalyst hereby grants Client, a nonexclusive, nontransferable, nonsublicensable, license to internally use the Deliverables in perpetuity for the sole purpose of improving the Client’s diversity and inclusion practices (the “Consulting License”). Client will maintain and not remove the Catalyst copyright notice on the Deliverables and any copies thereof. To the extent the Deliverables incorporate any Client Confidential Information such Client Confidential Information shall at all times be treated by Catalyst in accordance with Paragraph 6 of this Agreement.
- Confidential Information. Any non-public information provided by Client to Catalyst in connection with the Services that is confidential or proprietary is “Confidential Information”. Catalyst will not use or disclose the Confidential Information, except to provide the Services or as otherwise permitted by this Agreement. To the extent legally permissible, Catalyst will destroy all Confidential Information within ten (10) business days of a written request from Client. Client acknowledges that in order to preserve the anonymity of Client employees, any records containing Client employee interview or survey responses shall not be provided to Client. If legal demands are made on Catalyst to disclose any Confidential Information, Catalyst will provide Client with prompt notice and Client may seek a protective order or other appropriate remedy; provided however, the Catalyst will not be liable for damages because of any failure to provide timely notice. Catalyst will disclose only such information it reasonably believes it is legally required to furnish. Client agrees to reimburse Catalyst for reasonable costs and expenses (including attorneys’ fees) incurred by Catalyst in responding to or defending against any demand that Catalyst disclose any Confidential Information.
- Representations and Warranties. Each party represents and warrants to the other party that it has the right and authority to enter into this Agreement. Catalyst represents and warrants to Client that it will perform the Services: (1) in a timely, professional and workmanlike manner and (2) in accordance with the invoice description and (3) all applicable laws including but not limited to the EU General Data Protection Regulations to the extent legally required. All other warranties, express or implied are expressly disclaimed by Catalyst.
- Notice. Each party shall provide notice to the other party at the addresses set forth on the invoice. All notices sent to Catalyst shall be sent to the attention of the Chief Financial Officer.
- Effective Date. This Agreement shall be effective and binding on both parties upon the sooner to occur of: (1) delivery of the Services, (2) payment of the Fee, or (3) email confirmation from the Client that Catalyst may incur travel expenses related to the Services.
- Change Orders. Changes to any Services will incur corresponding changes to the Fee and/or delivery schedule and require a written change order.
- Termination. This Agreement will expire upon delivery of the Services and payment of the Fee and all expenses. This Agreement and any Services may not be sooner terminated, except in the event of any deficiency in the delivery of the Services. In such an event Client’s sole remedy, at its option, is: (i) re-performance at no additional Fee, or (ii) termination for cause in which case Client will only be liable to pay the Fee in proportion to the Services accepted and work-in-progress as of the date of such notice of termination.
- Limitation of Liability. Catalyst’s aggregate liability for any claims under this Agreement shall not exceed the total amount of the Fees paid to Catalyst in connection with the Services giving rise to the claim. The foregoing limitation applies to all causes of actions and claims, including, without limitation, tort, breach of contract, breach of warranty, negligence, strict liability or misrepresentation.
- Independent Contractor. Catalyst is performing the Services as an independent contractor, and not as an employee, partner or joint venturer of Client.
- Insurance. Catalyst maintains insurance with a reputable insurance provider and has CAN$2,000,000 aggregate and CAN$2,000,000 per occurrence in commercial general liability insurance; CAN$1,000,000 aggregate and CAN$1,000,000 per occurrence in umbrella insurance; as well as coverage for employee on-the-job injuries.
- Residual Knowledge. Catalyst may use any ideas, concepts, know-how, or techniques that may be related to the Services, and that are retained in the unaided memories of its employees (“Residual Knowledge”), in its business; provided that, Catalyst does not disclose the Client as the source of the Residual Knowledge.
- Miscellaneous. This Agreement and the rights, interests or obligations set forth herein may not be assigned by either party without the prior written consent of the other party. No person(s) are intended as third-party beneficiaries. Headings are for convenience only. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. This Agreement and the invoice constitute the complete, exclusive and final expression of the agreement between the parties, and supersedes all prior discussions, understandings and agreements between them, with respect to the subject matter hereof. No amendment or modification of any provision of this Agreement will be effective unless it is in writing, signed by both parties and specifically references this Agreement and the provisions to be altered. Any additional or contrary terms contained in any Client purchase order or any other document provided by Client as a condition of payment are hereby rejected and deemed null without need for further notice. A waiver of any provision herein is not a waiver with respect to any other provision and is effective only in the specific instance and for the specific purpose for which it was given. Those provisions that by their natures are intended to survive termination of expiration of this Agreement shall so survive, including but not limited to Section 12.
Version: 21 February 2019