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This Independent Agent Contract template is designed for Canadian businesses seeking to formalize relationships with independent contractors while ensuring clear distinction from employment relationships. The document is particularly relevant when companies need to engage external agents for sales, service delivery, or business development without creating an employer-employee relationship. It includes comprehensive provisions addressing Canadian tax requirements, provincial regulatory compliance, and business operation standards. The contract is structured to protect both parties' interests while maintaining the flexibility required for various business contexts, incorporating essential elements such as service scope, territory rights, commission structures, and compliance obligations. This template should be customized based on the specific provincial jurisdiction and industry requirements while maintaining its core purpose as an Independent Agent Contract.

1. Parties: Identifies the principal company and the independent agent, including their full legal names and addresses

2. Background: Explains the context of the agreement and the parties' intention to enter into an independent contractor relationship

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Scope of Services: Details the agent's appointment, territory, and specific services to be provided

5. Independent Contractor Status: Explicitly establishes the relationship as independent contractor, not employment

6. Term and Termination: Specifies the duration of the agreement and conditions for termination

7. Compensation and Payment Terms: Details commission structure, payment schedule, and expense policies

8. Obligations of the Agent: Lists the agent's duties, responsibilities, and performance standards

9. Obligations of the Principal: Outlines the company's commitments and support to the agent

10. Confidentiality: Protects confidential information and trade secrets

11. Intellectual Property: Addresses ownership and use of IP created during the engagement

12. Non-Competition and Non-Solicitation: Restricts competitive activities and client solicitation

13. Insurance and Liability: Specifies required insurance coverage and liability obligations

14. Dispute Resolution: Establishes process for resolving disagreements

15. General Provisions: Includes standard clauses like governing law, amendments, and notices