This is a typical(?) contract used by courier companies to contract out of employment responsibilities. However no court in Ontario has ruled on these contracts because no one has asked the Court to rule on them. Ontario did rule that Taxi drivers must be considered employees, and British Columbia recently forced courier companies to do away with these contracts (but only for bike messengers and not cars). According to Revenue Canada guidelines and Ontario Labour Laws an Ontario court would most definitely declare these contracts illegal and messengers would be declared employees in accordance with the laws of the province of Ontario.

Also the Workers Compensation Board has ruled that bike and foot couriers are "workers" and are automatically covered by the Act no matter what the courier company says.

WHEREAS EXPLOITER and the contractor have entered into or are about to enter into an Contractual relationship for their mutual benefit whereby the Contractor provides certain courier services to EXPLOITER:

AND WHEREAS as a condition of entering into and/or continuing such Contractual relationship. EXPLOITER has required that the Contractor enter into this Agreement:

NOW THEREFORE IN CONSIDERATION OF the premises and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged the parties hereby agrees as follows:

1. Definition. Whenever used in this Agreement the following words and phrases shall have the following respective meanings:

(a) "Affiliate" shall mean any entity a majority of whose voting shares or securities are owned or controlled directly or indirectly by EXPLOITER or the shareholders of EXPLOITER. or whose control is held by EXPLOITER or the shareholders of EXPLOITER.

(b) "Confidential Information" shall mean information in any form not generally known to the public, disclosed to or acquired by the Contractor directly or indirectly from EXPLOITER or any clients, business partners or affiliates of EXPLOITER during the term of the Contractor's contract with EXPLOITER, including, without limitation:

(i) information relating to the research, developments systems, operations, clients and business activities of EXPLOITER or its business partners or Affiliates:

(ii) information received from any clients, business partners or Affiliates of EXPLOITER:

(iii) information specifically designated by EXPLOITER as confidential:

(iv) information specifically designated by a client. business partner or Affiliate of EXPLOITER as confidential: and

(v) information required to be maintained in confidence by EXPLOITER pursuant to an agreement with a client. business partner. or associate or other person:

but shall not include any information which was known to the Contractor prior to the date of the Contractor's contract with EXPLOITER or which was publicly disclosed otherwise than by breach of this Agreement.

2. Confidentiality. The Contractor acknowledges that (i) during his or her contract with EXPLOITER, he or she will acquire Confidential Information:( ii) EXPLOITER has and will enter into agreements with clients and others whereby EXPLOITER agrees to maintain the confidentiality of certain information: (iii)disclosure of Confidential information to others will be highly detrimental to both the interests of EXPLOITER and its clients: and (iv)Confidential Information is the property of EXPLOITER and/or its clients, business partners or Affiliates, as the case may be. Accordingly the contractor agrees that:

(a) the Contractor will not. at any time. disclose any Confidential Information to any other person not an employee of EXPLOITER. nor will the Contractor use Confidential Information for any purpose other than required by his or her contract with EXPLOITER: and

(b) the Contractor will not. at any time, or in any way take or reproduce Confidential Information unless required by his or her contract with EXPLOITER. The Contractor will. upon termination of his or her contract with EXPLOITER. return to EXPLOITER all Information an his or her possession or under his or her control whether such Confidential Information belongs to EXPLOITER or otherwise. The Contractor will also return all property then in his or her possession or under his or her control which belongs to EXPLOITER or its Affiliates

3. Non-Competition. The Contractor acknowledges that he or she will acquire considerable knowledge about, and expertise in, certain areas of EXPLOITER business and that he or she will have knowledge of, and contract with, customers and suppliers of EXPLOITER and its Affiliates. The Contractor further acknowledges that he or she may well be able to utilize such knowledge and expertise, following termination of his or her service with EXPLOITER. to the serious detriment of EXPLOITER in the event that the Contractor should solicit business from customers of EXPLOITER or its Affiliates. Accordingly the Contractor agrees that:

(a) he or she will not, for a period of two (2) years after termination of his or her contract with EXPLOITER, directly or indirectly, approach any customer or business partner of EXPLOITER or its Affiliates for the purpose of providing services substantially similar to the services provided by EXPLOITER or its affiliates: and

(b) he or she will not, for a period of two (2) years after termination of his or her contract with EXPLOITER, directly or indirectly, approach solicit, entice or attempt to approach, solicit or entice any of the employees or other contractors of EXPLOITER or its Affiliates to leave the employment of or terminate their contract with EXPLOITER.

4. Relationship. The Contractor acknowledges and agrees that all services performed for EXPLOITER pursuant to the contract for courier services shall be as an independent contractor. Nothing contained in this Agreement shall be deemed to create any association, partnership, joint venture, or relationship of principal and agent or employer and employee between the parties hereto or to provide either party with the right, power or authority, whether expressed or implied to create any such duty or obligation on behalf of the other party. The contractor also agrees that he or she will not hold himself or herself out as an affiliate of or partner, joint venturer. co-principal or co-employer with EXPLOITER by reason of this Agreement. In the event that EXPLOITER is adjudicated to be a partner, joint venturer, co-principal or co-employer of or with the Contractor, the Contractor shall indemnify and hold harmless EXPLOITER from and against any and all claims for loss, liability or damages arising there from. The Contractor further acknowledges and agrees that he or she will be responsible for remitting all of his or her income taxes and hereby indemnifies and holds harmless EXPLOITER from and against any liability EXPLOITER may suffer or incur as a result of being required to pay any such taxes.

5. General Provisions.

(a) The Contractor acknowledges that all restrictions in this Agreement are reasonable in the circumstances and hereby waives all defenses to the enforcement thereof by EXPLOITER. In the event that any provisions of this Agreement shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions shall be and remain in full force and effect and the Contractor hereby confers upon such court the power to replace such void or invalid provisions with such other enforceable and valid provisions as shall be as near as may be to the original in form and effect.

(b) The Contractor acknowledges that breach by him or her of the terms and conditions of this Agreement may cause irreparable harm to EXPLOITER which may not be compensable by monetary damages. Accordingly, the Contractor acknowledges that a breach by it of the terms and conditions of this Agreement shall be sufficient grounds for the granting of an injunction at the suit of EXPLOITER by a court of competent jurisdiction.

(c) This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario.

(d) This Agreement is the entire agreement between the Contractor and EXPLOITER relating to the subject matter hereof and stands in the place of any previous agreement. whether oral or in writing. The Contractor agrees that no amendment to this Agreement shall be binding upon the parties unless it is in writing and executed by both parties

(e) This Agreement will enure to the benefit of the successors and assigns of EXPLOITER.

[Note only car couriers are required to obtain a license plate in Toronto. Although it is not enforced and I have never seen one single courier license plate on a car - EVER]

6. The Broker must have a Metro Licensing Commission plate and must subscribe to the Company’s cargo insurance package unless equal or greater coverage can be substantiated by the Broker by showing the original and providing a copy of the Broker's current insurance policy.

7. Services by the Broker will paid for by the Company on the basis of 60% commission payable on a bi-weekly basis with a two (2) week holdback until the Broker attains his Metro Licensing Commission plate, at which time his commission will increase to 65%.

8. Commissions will only be paid on waybills that have legible signatures with date and time of delivery that have been returned to the Company by 9 a.m, the second (2nd) day following the delivery, at the latest. All others will not be paid for, The Broker's invoice must be handed in on the day of cheque pick-up or no monies will be released.

9. All errors in payment by the Company will be dealt with by adjustment on the Broker's next payment. provided proper documentation and a written notice accompanies your claim,

10. The Broker is responsible for the goods entrusted to him to the extent of the terms and conditions on the waybill, including re-imbursement for said articles in the event of loss, damage or disappearance while in the care of the Broker, In the event a proof of delivery is not returned by the Broker, the Company will deem those articles to be lost and Article Four (4) of this agreement will be in full effect.

11. The Broker will be responsible for all charges if he does not advise the Company before delivery, on any order that has a "Charge to" or "Bill to" on the waybill that is different from where the pick-up was made.

12. When a waybill calls for C.O.D. (Cash on Delivery) it is the Broker's responsibility to collect these funds. If failing to do so. and the Broker subsequently is unable to collect these monies, the Company has the right to deduct these from any commissions due and payable to said Broker.

Once collected, all C.O.D., money must be handed in with the waybill.

13. Any money collected for delivery charges that are payable to the Company, must be handed in the following morning along with applicable waybill.

14. The radio supplied to the Broker is, and will always remain, the property of the Company and if not returned on demand, will be considered stolen and reported to the local authorities.

The rental fee will be deducted from the Broker’s commission cheque at a rate of $42.50 (forty two dollars and fifty cents) bi-weekly.

The Company is responsible for maintenance due to regular wear and tear, however, any repairs required as a result of the Broker’s negligence, will be charged to the Broker and deducted from his commission cheque,

15. Upon ceasing to provide services for the Company for whatever reason, the Broker's last commission cheque will be held for forty-five (45) days after the last regular commission cheque.

16. All Brokers must be clean and clean shaven and suitably dressed in clean outerwear or uniform and must at all times be wearing their EXPLOITER identification badge. [note: No such badge exists]

17. The Company will deduct 20% from the Broker's last invoice should the Company not receive a minimum of two (2) weeks notice when the Broker cancels his contract with the Company. [Even though the company can fire the contractor with no notice at all and for no reason at all - and they won't hire you in the first place if you don't start right away thereby forgoing the two weeks notice to your current company]

THE UNDERSIGNED ACKNOWLEDGES HAVING READ OVER THIS AGREEMENT AND UNDERSTANDS THE SAME AND AGREES TO BE BOUND BY ALL THE TERMS AND CONDITIONS THEREOF.

WITNESS;________________________

Contractor_________________________

Accepted by EXPLOITER MESSENGER SERVICE LTD. by:_______________________

Date: Day_________ Month:_________ Year

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