Sales Simplified.

CONTRACT SERVICES AGREEMENT

BETWEEN:
M Squared Sales Consulting Inc.
marta@m-squared.co
778-875-8459
(Hereinafter referred to as "M2SC” or “CONSULTANT”)

AND:
ABC Company Inc.
Email
Phone
(Hereinafter referred to as "CLIENT”)

GIVEN THAT:
A. CLIENT wants to retain the skills and experience of CONSULTANT to perform
certain duties and services; and

B. CONSULTANT has agreed to provide such services and, on the terms, and
conditions hereinafter set out in the Agreement.

THE PARTIES AGREE AS FOLLOWS:

1. Services of CONSULTANT

The CLIENT is of the opinion that the CONSULTANT has the necessary qualifications,
experience, and abilities to provide sales and business development consulting services
to the CLIENT.

The CLIENT hereby agrees to engage the CONSULTANT to provide the CLIENT with
the following services (the "Services"):

 Services (the “Services”) will include:

o A
o B
o C

The CONSULTANT hereby agrees to provide such Services to the CLIENT.

CONSULTANT shall perform the services described in the Agreement, during the
period between January 1, 2023 and May 31, 2023 (the “Term”). The Term may be
extended beyond if needed and agreed to by both parties.
The approximate time allotment for this Term is X hours. Additional hours may be
allotted if agreed to by both parties.

2. Compensation and Expenses

The CONSULTANT will charge the CLIENT for the Services at the rate of $XXX.XX per
hour + GST (the "Compensation"). All monetary amounts referred to in this Agreement
are in CAD (Canadian Dollars).

The CLIENT will be invoiced on the 1st of every month. Invoices submitted by the
CONSULTANT to the CLIENT are due on receipt. Invoices will be paid by eTransfer.

CONSULTANT shall keep proper accounts and records of all costs and expenditures
forming the basis of any billing to CLIENT that is congruent with the terms of this
contract. A “Time Tracker” template is available from the CONSULTANT, but if the
CLIENT prefers the CONSULTANT use their software or other format, the CLIENT will
provide documentation or access needed to the CONSULTANT.

The CONSULTANT will be reimbursed from time to time for reasonable and necessary
expenses incurred by the CONSULTANT in connection with providing the Services. All
expenses must be pre-approved by the CLIENT.

3. Mutual Confidentiality

Confidential information (the "Confidential Information") refers to any data or information

relating to the business of the CLIENT and/or the business of the CONSULTANT which
would reasonably be proprietary to the CLIENT or CONSULTANT including, but not
limited to, accounting records, business processes, methodologies, records and that
what is not generally known in the industry of the CLIENT or CONSULTANT and where
the release of that Confidential Information could reasonably be expected to cause
harm to the CLIENT or CNTRACTOR. The CLIENT and CONSULTANT agree that they
will not disclose, divulge, reveal, report or use, for any purpose, any Confidential
Information which the CLIENT or CONSULTANT have obtained, except as authorized
by the CLIENT or CONSULTANT or as required by law. The obligations of
confidentiality will apply during the Term and will survive indefinitely upon termination of
this Agreement. All written and oral information and material disclosed or provided by
the CLIENT or CONSULTANT under this Agreement is Confidential Information
regardless of whether it was provided before or after the date of this Agreement or how
it was provided.

4. Mutual Ownership of Intellectual Property

All Intellectual Property and related material (the “IP”), including any trade secrets,
moral rights, goodwill, relevant registrations, or applications for registration, and rights in
any patent, copyright, trademark, trade dress, industrial design, or trade name that is

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USED, DEVELOPED or PRODUCED during the duration of this agreement for the
provision of the Services offered is the sole property of the CONSULTANT.

All Intellectual Property and related material (the “IP”), including any trade secrets,
moral rights, goodwill, relevant registrations, or applications for registration, and rights in
any patent, copyright, trademark, trade dress, industrial design, or trade name that is
USED, DEVELOPED or PRODUCED during the duration of this agreement for the
provision of the business of the CLIENT is the sole property of the CLIENT.

5. Nature of Relationship

The CONSULTANT is an independent CONSULTANT and is not an employee or agent

of the CLIENT.

CONSULTANT shall not represent to anyone that they have any authority to bind
CLIENT in any way or that CONSULTANT is an employee of CLIENT. By signing this
contract CONSULTANT acknowledges they are responsible for their own reporting of
income to the applicable governments, the retention of independent insurances and
coverages, and the utilization of their sole properties in the achievement of deliverables
identified in the contract. In order to meet required Employment Standards Act
legislation, no supplies, space, or equipment are proposed to be given to constitute as
beneficiary to this contract.

The CLIENT understands that the CONSULTANT makes no guarantees of sales or

revenue that will result from this Agreement or any association with the CONSULTANT
or their business entity or network. The CLIENT shall not represent to anyone that they
have any authority to bind the CONSULTANT in any way or that CONSULTANT is an
employee of the CLIENT.

6. Indemnification

a) CONSULTANT hereby releases CLIENT, its officers, Directors, employees and

agents from all costs, losses, damages, and expenses including those caused by
personal injury, death, property damage, loss and economic loss arising out of,
suffered, or experienced by CONSULTANT.
b) CONSULTANT hereby agrees to indemnify CLIENT from and against all costs,
losses, damages, and expenses caused by any negligence, breach of contract,
other legal and equitable wrong of CONSULTANT.
c) CLIENT hereby agrees to indemnify CONSULTANT from and against all costs,
losses, damages, and expenses caused by any negligence, breach of contract,
other legal and equitable wrong of CONSULTANT, and if applicable
CONSULTANT’s servants and agents, in connection with its or their performance
of the services, denial of services, service modification, or lack of disclosure on
items of needed by CONSULTANT to provide the services outlined in this
agreement.
d) This release and covenant of indemnification shall survive termination of the
Term of this Agreement.
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7. Termination of Agreement

Either party may terminate this Contract by notice in writing, and the termination shall be
effective at least ten (10) days after receipt of such notice. Where the CLIENT
terminates the Agreement under this clause, they shall pay to CONSULTANT
outstanding fees for all approved services rendered or costs incurred up to the date of
termination or the mutually agreed date of the end of the contract term. Where the
CONSULTANT terminated the Agreement under this clause, they shall make all
reasonable efforts to complete any immediate deliverables and provide a status update
to the CLIENT before the end of the term.

8. Modification of Agreement

Any amendment or modification of this Agreement or any additional obligation assumed

by either Party in connection with this agreement shall only be binding if evidenced in
writing signed by each Party or an authorized representative of each Party.

9. Exclusivity

The Parties acknowledge that this Agreement is non-exclusive and that either Party will
be free after the term to engage or contract with third parties for the provision of projects
or services related to this Agreement.

10. Autonomy

The CONSULTANT will have full control over working time, methods, and decision
making in relation to the provision of the Services in accordance with the Agreement.
The CONSULTANT works autonomously and not at the direction of the CLIENT.
However, the CONSULTANT will be responsive to the reasonable needs and concerns
of the CLIENT.

11. Authority to Sign

Each of the persons signing below on behalf of any party hereby represents and
warrants that they are signing with full and complete authority to bind the party on
whose behalf they are signing to each and every term of this Agreement.

The parties have executed this contract on ___________________.

_______________________
Marta Malecki
M Squared Sales Consulting Inc.

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_______________________
First Name Last Name
ABC Company Inc.