THIS AGREEMENT dated: Day Month, Year
Between: (Community Investment Partner, or “CIP”)
AND: Green Teams of Canada (“GTC”) a registered charity (809488448 RR0001) At address: PO Box 31149 Langley RPO Thunderbird, BC V1M 0A9
GTC:
- Advances education by organizing and delivering hands-on instructional activities that educate the public about local parks, ecosystems, biodiversity, environmental health, local food production and environmental conservation
- Protects the environment for the benefit of the public by conserving ecosystems through saving, supporting, protecting or assisting stressed or endangered forms of plant life
- Protects the environment for the long-term benefit of the public by restoring ecosystems and biodiversity
The parties agree as follows:
1. GTC shall provide to the CIP the services and all materials based on the detailed scope of services set forth in Schedule A – Description of Services (the “Services”).
2. GTC will invoice in accordance with Schedule B – Budget & Payment Terms.
3. The CIP shall pay GTC the fees and other compensation set out in Schedule B (the “Agreement Price”) in consideration for performance of the Services in accordance with the terms and conditions of this Agreement. The Agreement Price shall be compensation for costs, expenses, fees or other payments due under this Agreement for the provision of the Services. The Agreement Price shall be paid in accordance with the terms and conditions set out in Schedule B.
4. GTC will provide persons who are qualified and trained to perform the Services.
5. The CIP will provide all the applicable permits or other approvals as required by GTC to perform the Services.
6. During the Term, GTC shall maintain a commercial general liability policy, in an amount not less than $5,000,000 per occurrence insuring against bodily injury, personal injury and property damage including loss of use thereof. The CIP will be named on this insurance as a named insurer and a copy provided upon written request.
7. GTC shall provide proof on request of GTC’s workers’ compensation insurance coverage in good standing upon written request.
8. The CIP and GTC shall indemnify and hold harmless each other, including their respective directors, officers, employees and contractors, from and against any and all claims, causes of action, suits, demands, fines, penalties, costs, legal fees, or expenses directly arising out of or related to any material breach of this.
9. GTC’s Personal Information Protection Policy, located at https://www.greenteamscanada.ca/privacy-policy/, is acceptable and compliant with the CIP privacy policies.
10. GTC is a service provider of the CIP and/or independent contractor and nothing in this Agreement should be construed to mean that it is an employee or agent of the CIP.
11. The parties agree that the terms of this Agreement are confidential and may not be disclosed to third parties without the consent of the other party.
12. All materials, reports, data, photos, videos, and other deliverables (the “Materials”) created by GTC in the course of providing the Services under this Agreement shall remain the exclusive property of GTC, unless otherwise agreed in writing by both parties.
The CIP is granted a non-exclusive, non-transferable license to use the Materials for the specific purposes outlined in this Agreement, including internal reporting, public communications, or promotional materials. GTC must be acknowledged in any public use of the Materials.
The CIP shall not modify, distribute, or use the Materials for any other purpose without the prior written consent of GTC. This license does not transfer any ownership rights in the Materials to the CIP, and all rights not expressly granted herein are reserved by GTC.
13. Both parties agree to communicate fully and promptly in order to enable the successful execution of the Services under this Agreement and as set out in Schedule A. In addition, when GTC requires the CIP’s approval for material elements of the Service delivery (which may include, but isn’t limited to, program delivery timeframes or pricing changes) the CIP shall provide any necessary approval or to GTC within 5 business days of such request (the “Approvals”), unless otherwise agreed in writing or in cases of reasonable delay, such as when a party is on vacation or unavailable due to illness or a related matter.
If the CIP fails to provide the Approvals and taking into account any reasonable delays as discussed above, GTC may, at its sole discretion, either (a) adjust the project timeline accordingly; (b) adjust the Agreement Price, or (c) terminate this Agreement immediately in writing with any and all fees owing as of such time becoming immediately due and payable by the CIP.
14. Neither party shall be held liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is due to causes beyond its reasonable control, including, without limitation, acts of God, natural disasters, labour disputes, pandemics, government actions or regulations, or any other event or circumstance that could not have been reasonably foreseen or prevented (a “Force Majeure Event”).
If a Force Majeure Event occurs, GTC and the CIP may agree to reschedule activities. The CIP will incur no additional fees for rescheduling.
15. The CIP is responsible for ensuring the safety of the site, in compliance with WorkSafeBC regulations, to mitigate risks such as falling trees and other hazardous conditions, among other things. The Services will only take place on sites that have been assessed and deemed safe by the CIP.
16. If the CIP cancels any activity 30 days or less before it starts to run, CIP shall incur a $750 cancellation fee. Activities may be rescheduled upon the written consent of both parties.
17. Any significant modifications to the Services in this Agreement requested by the CIP that involve increased time or resources from GTC will be subject to additional costs and will be communicated and documented in an amended Agreement prior to the commencement of those services.
18. Either party may terminate this Agreement at any time, with or without cause, by providing at least 30 days’ written notice to the other party. Upon receipt of such notice, the parties shall promptly meet to finalize any remaining obligations and ensure a smooth termination process.
GTC may terminate this agreement immediately if the CIP is in material breach of any of its obligations hereunder.
Upon termination of this Agreement, the CIP shall pay GTC for all services rendered and expenses incurred up to the date of termination, including any work in progress. All outstanding invoices will be due immediately upon termination. In the event of termination, both parties agree to promptly return or destroy any confidential information or materials belonging to the other party.
Termination of this Agreement shall not affect any accrued rights or obligations of either party as of the termination date, including any payment obligations, confidentiality obligations, or indemnity obligations under this Agreement.
19. This Agreement is governed by and will be construed in accordance with the laws of the Province of British Columbia.
20. This Agreement includes the following Schedules:
Schedule A – Description of Services
Schedule B – Budget & Payment Terms
21. This Agreement is effective from the date of execution to the conclusion of the Services. Any provision that by its nature must survive the termination or conclusion of this Agreement shall survive indefinitely.
22. This Agreement constitutes the entire Agreement between the parties and there are no representations or warranties, express or implied, statutory or otherwise and no collateral agreements other than as expressly set forth or referred to in this Agreement. In the event of a conflict between this Agreement and any other written or oral terms and conditions discussed between the parties, this Agreement shall govern. In the event there is no Schedule “A” or Schedule “B” determined between the parties, the parties shall first look at any written communications between them to determine the scope and content of such sections.
23. Both parties acknowledge that they have read, fully understood, and voluntarily agreed to the terms and conditions set out in this Agreement.