This Contract for Services (the “Contract”) is made effective as of March 18th, 2024, between Forster Chan (the “Provider”), and Dr. Ye Yin Amanda Rong of  Circle Care Health Physiotherapy and Health Group (the “Recipient”).

1. Description of Services. The Provider will furnish to the Recipient the services and deliverables described in the attached Exhibit A (collectively, the “Services”).

2. Payment Schedule: The Recipient agrees to pay the full amount of $2000+HST as a non-refundable retainer. This payment is required to secure the Provider's services for the project and must be made in full before any planning, scheduling, or execution of the photoshoot commences. The payment of the non-refundable retainer from the Recipient to the Provider constitutes formal acceptance of this contract's terms and conditions. By making this payment, the Recipient acknowledges and agrees to be bound by all provisions outlined herein.

3. Term. This Contract shall terminate automatically upon completion of the Services by the Provider and issuance of full and final payment by Recipient.

4. Nature of Relationship. The Provider shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided and authorized to do so, have no authority to act for or represent the Recipient in any way, or in any way be deemed an agent for the Recipient. As an independent contractor, Provider is solely responsible for the control and supervision of the means by which the Services are completed. It is expressly understood and agreed that the services to be rendered by the Provider to the Recipient under the provisions of this Contract are not to be deemed exclusive, and the Provider shall be free to render similar or different services to others, so long as its ability to render the services provided for in this Contract shall not be impaired thereby.

5. Work Product Ownership. 

   1. Provider will prepare and present Recipient with a variety of work products, drafts and designs associated with the Services (collectively, the "Products"). Provider agrees to assign, transfer and convey to Recipient, its successors and assigns, on an exclusive basis, all right, title and interest in all Products ultimately accepted for use by Recipient, but not drafts or other designs that the Recipient does not use in the marketplace. Provider retains the right to use all Products as examples of its services in advertising and marketing material. All Products that are not used in the marketplace by Recipient will remain the sole property of Provider. 

   2. Provider represents and warrants that it is the sole lawful owner of all rights in the Products, that it has full power and authority to sell and transfer the Products to Recipient, and that the Products themselves and the transfer of the Products under this Contract do not violate any copyright or any other right of any third party. 

   3. Content Usage Rights: Recipient only has the right to use the content in/on Circle Care Health Physiotherapy and Health Group's social media feeds, social media ads, online storefronts, email blasts, website, and print materials. Any usage outside of using it strictly in/on Circle Care Health Physiotherapy and Health Group's social media feeds, social media ads, online storefronts, email blasts, website, and print materials will need to be authorized by Provider in writing prior to publishing. Content that is published in any form not expressly authorized herein will be considered a breach of this Contract. 

   4. Headshot Usage Rights: The Provider hereby grants to the Recipient a non-exclusive, non-transferable license to use the delivered headshot Images for the following permitted uses:

      • Personal branding on professional social networks (e.g., LinkedIn), corporate website profiles, professional biographies in publications and speaking engagements

      Any use beyond the scope outlined above requires additional licensing not covered by this Agreement.

      The Client shall not:

      • Sub-license, sell, or otherwise transfer the Images to third parties.

      • Use the Images in a manner that is deemed defamatory, libellous, or otherwise unlawful.

      • Alter or edit the Images without the express written consent of the Photographer.

6. Confidentiality. 

   1. During the term of this Contract, one or both parties may become aware or have possession of the other party's Confidential Information, as defined below. Depending on the circumstances, either party may act as the party receiving Confidential Information (the "Receiving Party") or the party disclosing Confidential Information (the "Disclosing Party"). 

   2. “Confidential Information," means information that is not generally known and that is proprietary to either party or that either party is obligated to treat as proprietary. This information includes, without limitation: (a) trade secret information; (b) business plans and strategies; and, (c) all information relating to past, current or future products, including but not limited to information about research, development, engineering, purchasing, manufacturing, accounting, marketing, selling or leasing. 

   3. At all times during and after the termination or expiration of the Contract, neither Provider nor Recipient will use or disclose the other party's Confidential Information to any person, unless prior written authorization is given by the Disclosing Party. This prohibition on disclosure does not extend to Confidential Information which: (a) becomes publicly available from a source other than the Receiving Party; (b) the Receiving Party becomes aware of after termination of this Agreement from a source that did not obtain the Confidential Information directly or indirectly from employees or agents of the Disclosing Party; (c) the Disclosing Party has consented to disclosing in writing; or (d) is required to be disclosed by law. 

   4. Upon termination or expiration of this Agreement, the Receiving Party will promptly turn over to the Disclosing Party all records and any compositions, articles, devices, apparatus, and other items that disclose, describe, or embody Confidential Information, including all copies, reproductions, and specimens of the Confidential Information in his possession, regardless of who prepared them.

7. Remedies. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term, or condition of this Contract (including, but not limited to, the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 14 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in automatic termination of this Contract. 

8. Force Majeure. No Party shall be deemed in default of this Contract for any delay or failure to fulfill any obligation (other than a payment obligation) hereunder so long as and to the extent to which any delay or failure in the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of circumstances of Force Majeure. In the event of any such excused delay, the time for performance of such obligations (other than a payment obligation) shall be extended for a period equal to the time lost by reason of the delay. A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event: (a) provide written notice to the other Party of the nature and extent of any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Contract as soon as reasonably practicable.

9. Dispute Resolution. The parties will attempt to resolve any dispute arising out of or relating to this Contract through friendly negotiations amongst the parties If the matter is not resolved by negotiations within 30 days, the parties will resolve the dispute using the Alternate Dispute Resolution (ADR) procedure.

   1. Any controversies or disputes arising out of or relating to this Contract will be resolved by binding arbitration under the rules of the Canadian Arbitration Association. The arbitrator’s award will be final, and judgement may be entered upon it in any court having proper jurisdiction. 

10. Entire Agreement. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract superseded any prior written or oral agreements between the parties. 

11. Severability. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. 

12. Amendment. This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment. 

13. Governing Law. This Contract shall be construed in accordance with the laws of the the province of Ontario.

14. Notice. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address of the Provider attached to any and all invoices.

15. Waiver of Contractual Right. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Contract. 

16. Attorney’s Fees to Prevailing Party. In any action arising hereunder or any separate action pertaining to the validity of this Contract, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in the trial court and on appeal. 

17. Construction and Interpretation. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort. 

18. Assignment. Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld. 

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EXHIBIT A

Date(s) of Service: TBD

Scope of Work: Creating photographs for Circle Care Health Physiotherapy and Health Group’s 11 services + 18 headshots of the staff

Project Deliverables:

The Provider shall furnish the following to Recipient on a ONE TIME basis:

1. Images: 44-55 for Circle Care’s services

2. Headshots: 18 images

3. Video: 0

Payment:  
The Recipient shall pay the Provider a fixed cost for deliverables (Listed Above): $2000+HST

Extension: Upon completion of the Services outlined herein, the contract can be negotiated/extended by mutual agreement.