From 8f2b60400dbcf46916bd60bbff7ad26b498d8cff Mon Sep 17 00:00:00 2001 From: goatandsheep Date: Tue, 29 Dec 2015 13:14:36 -0500 Subject: [PATCH] employment --- employment agreement.md | 138 ++++++++++++++++++++++++++++++++++++++ freelancer agreement.md | 113 +++++++++++++++++++++++++++++++ independent contractor.md | 85 +++++++++++++++++++++++ 3 files changed, 336 insertions(+) create mode 100644 employment agreement.md create mode 100644 freelancer agreement.md create mode 100644 independent contractor.md diff --git a/employment agreement.md b/employment agreement.md new file mode 100644 index 0000000..a433595 --- /dev/null +++ b/employment agreement.md @@ -0,0 +1,138 @@ +--- +title: Employment Agreement +layout: post +--- + +1 Introduction +-------------- + +THIS AGREEMENT made between Communote (the "Employer"), a corporation incorporated under the laws of the Province of Ontario, and having its principal place of business at Toronto; and you (the "Worker") effective on date _____. + +* Two tiers of Workers: employee and freelance +* Also: regular vs internship + +Before signing this agreement you must agree to the terms of the nondisclosure agreement. + +2 Compensation +------------ + +All reasonable expenses arising out of employment shall be reimbursed assuming they have been authorized prior to being incurred and with the provision of appropriate receipts. + +The following is a long term agreement of entitlement to equity or equity derivative options. Equity derivative options are essentially coupons that let you purchase equity from the Employer at a discounted price. + +###2.1 Employee + +You will be entitled to a certain percentage of equity upon the incorporation of the company. Your equity will be vested for 3 years with a 1 year cliff from the time of signing this agreement. The cliff means you will not be awarded any equity entitlement until 12 months after signing this agreement at which point you will be awarded 1/3 of the total amount of equity you can earn. After that you will be awarded an equal amount each month, i.e. 1/36 of the total. + +If you do not stay with the company before the cliff, you will be entitled to purchase the percentage of shares you may have been guaranteed at 50% the current price at rate of 1/36 of the total per month. This entitlement expires after 1 year, but can be forfeit prior to its expiry and is non-transferable. + +Initially, while the Employer has no cashflow, you will retain a non-salary position. However, your salary will be reviewed on a monthly basis. + +###2.2 Internship + +If you wish to be considered an intern, you must declare so before the equity is decided on. This means a lower equity total, but you will not be expected to work during the school year. You will, however, be required to answer questions about how to use the work you have created and how to traverse through it if the working team is working on it within 5 days of asking. + +3 Benefits +---------- + +* None (coming soon) +* No vacation policy (coming soon) + * Require 1 week notice + +4 Harassment +------------ + +Your communication with fellow employees is subject to the restrictions of the harassment policy. That means a one strike tolerance rule of removal from the company. + +5 Responsibilities +------------------ + +###5.1 Work Hard + +The Worker agrees to perform all of the duties required of the given position faithfully, industriously, and to the best of the Worker's skill, ability, experience and talents. The Worker agrees to make decisions in accordance to the Employer's charter. In carrying out these duties and responsibilities, the Worker shall comply with all of the Employer's current policies, procedures, rules and regulations. It is also understood and agreed to by the Worker that assignments, duties and responsibilities, and reporting arrangements may be changed by the Employer in its sole discretion without causing termination of this agreement. + +###5.2 Communication + +You will identify your preferred method of team communication. Upon changing your preferred method temporarily (e.g. internet is down, disabling Facebook account, etc.) or permanently, you will notify your team members. + +###5.3 Project Structure + +* 5.3.1 Projects must follow file and variable-naming rules. +* 5.3.2 Commenting should describe simply what the code is doing. +* 5.3.3 Git repositories must be committed every time the code is usable between iterations, and whenever you stop working. You must also pull changes every time you start working. +* 5.3.4 You must test changes on a development branch before pushing to the production branch. +* 5.3.5 Each script must be fully documented of inputs, outputs, and function where all other scripts are documented. + +###5.4 Travel + +You may be expected to travel to McMaster University or North York (the location of the business) for work. Save your receipts because the company may pay for that if outlined prior. + +###5.5 Probationary Period + +You will be given 2 weeks (14 days) of probationary period to demonstrate your ability before being released with only enough options to pay freelance wage for the tasks you have finished. + +6 Conflict of Interest +---------------------- + +During the term of the Worker's active employment with the Employer, the Worker will not, directly or indirectly, engage or participate in any other business activities that the Employer, in its reasonable discretion, determines to be in conflict with the best interests of the Employer without the written consent of the Employer, which consent will not be unreasonably withheld. + +7 Confidential Information +-------------------------- + +* All passwords used for the purpose of the Employer must be communicated via an encrypted method of communication or in person +* Passwords must be stored in an encrypted password database of which only the Worker has access to. +* Passwords can only be distributed to the parties authenticated by the Employer +* Any storage of the Employer's passwords must be erased immediately following termination +* The Worker agrees that upon request of the Employer or termination, the employee will turn over to the Employer all confidential information belonging to the Employer including but not limited to all documents, plans, specifications, disks or other computer media, passwords, as well as any duplicates or backups made of that Confidential Information in whatever form or media, in the possession or control of the Worker. +* Confidential Information does not include information which: + * Is or becomes generally available to the public other than as a result of a disclosure by the Employer in breach of this Agreement + * Was within the Worker's possession prior to its disclosure to the Employer by or on behalf of Employer provided that the source of such information was not known by the Worker to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Employer or any other party with respect to such information + * Becomes available to the Worker on a non-confidential basis from a source other than the Employer or any of its Representatives, provided that such source is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to the Employer, or any other party with respect to such information; or + * Was developed by the Worker independently without reference to Confidential Information. +* The Worker shall use the Confidential Information solely for the purpose of providing the Services hereunder, and that the Confidential Information will be kept confidential and that the Worker will not disclose any of the Confidential Information in any manner whatsoever except as strictly required to provide the Services hereunder as directed by the Employer. + +8 Termination +------------- + +The Employer reserves all rights to terminate the Worker at any time. The Worker is entitled to a reference letter and a reason for firing. + +Leaving the company for any reason whether it be because you are being fired or quitting will cancel any vesting. + +9 Non-Competition +------------------- + +Except with the Employer’s prior written consent, throughout the Term and for an additional period of six (6) months thereafter, the Workers shall not, directly or indirectly, provide or assist in providing services the same or similar to the Employer to a person or entity that is a provider of products and services which are competitive under the relevant Statement of Work. + +10 Other Legal Stuff +--------------------- + +###10.1 Liability and Indemnification + +The Worker, shall jointly and severally defend, indemnify and hold harmless the Employer and the Employer's employees from and against all claims, liabilities and expenses (including reasonable attorney’s fees, costs and disbursements) arising from or relating to any breach of this Agreement and any act or omission of the Worker in carrying out the Consulting Services. + +###10.2 Equitable Remedies + +In the event of a breach, or threatened breach, of any of the sections of this Agreement, the Parties agree that the harm suffered by the Employer would not be compensable by monetary damages alone and, accordingly, that the Employer shall, in addition to other available legal or equitable remedies, be entitled to an injunction against such breach or threatened breach. The Worker hereby irrevocably agree(s) to waive as a defence any issue as to the injured Employer’s right to seek an injunction as an appropriate remedy. + +###10.3 Law + +This Agreement shall be governed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the Province of Ontario and any appellate court thereof in any action or proceeding arising out of or relating to this Agreement. + +###10.4 Counterparts + +This Agreement and its Schedules may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together shall be deemed to constitute one and the same instrument. + +###10.5 Severability + +The parties hereto agree that in the event any article or part thereof of this agreement is held to be unenforceable or invalid then said article or part shall be struck and all remaining provision shall remain in full force and effect. + +No failure or delay by either party to this Agreement in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement. + +###10.6 Modification + +Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement will only be binding if evidenced in writing signed by each party or an authorized representative of each party. + +If your duties or compensation should change during the course of your employment with Company, the validity of this agreement will not be affected. + +Agreement is subject to change, but backups of the current version of the agreement you agree to will be backed up and available online. + diff --git a/freelancer agreement.md b/freelancer agreement.md new file mode 100644 index 0000000..34f71c6 --- /dev/null +++ b/freelancer agreement.md @@ -0,0 +1,113 @@ +--- +title: Freelance Agreement +layout: post +--- + +1 Introduction +-------------- + +THIS AGREEMENT made between Communote (the "Employer"), a corporation incorporated under the laws of the Province of Ontario, and having its principal place of business at Toronto; and you (the "Worker") effective on date _____. + +Before signing this agreement you must agree to the terms of the nondisclosure agreement. + +2 Compensation +------------ + +All reasonable expenses arising out of employment shall be reimbursed assuming they have been authorized prior to being incurred and with the provision of appropriate receipts. + +The following is a long term agreement of entitlement to equity or equity derivative options. Equity derivative options are essentially coupons that let you purchase equity from the Employer at a discounted price. + +Each task you complete entitles you to equity derivative options that you have the option of purchasing within 1 year of receiving it. Your quantity of options will vary from task to task and will be decided on upon assignment. If you fail to complete a task by the specified time, the Employer retains the right to remove you from a project and relinquish all consequential options associated with completing the task. + +3 Harassment +------------ + +Your communication with fellow employees is subject to the restrictions of the harassment policy. That means a one strike tolerance rule of removal from the company. + +4 Responsibilities +------------------ + +###4.1 Work Hard + +The Worker agrees to perform all of the duties required of the given position faithfully, industriously, and to the best of the Worker's skill, ability, experience and talents. The Worker agrees to make decisions in accordance to the Employer's charter. In carrying out these duties and responsibilities, the Worker shall comply with all of the Employer's current policies, procedures, rules and regulations. It is also understood and agreed to by the Worker that assignments, duties and responsibilities, and reporting arrangements may be changed by the Employer in its sole discretion without causing termination of this agreement. + +###4.2 Communication + +You will identify your preferred method of team communication. Upon changing your preferred method temporarily (e.g. internet is down, disabling Facebook account, etc.) or permanently, you will notify your team members. + +###4.3 Project Structure + +* 4.3.1 Projects must follow file and variable-naming rules. +* 4.3.2 Commenting should describe simply what the code is doing. +* 4.3.3 Git repositories must be committed every time the code is usable between iterations, and whenever you stop working. You must also pull changes every time you start working. +* 4.3.4 You must test changes on a development branch before pushing to the production branch. +* 4.3.5 Each script must be fully documented of inputs, outputs, and function where all other scripts are documented. + +###4.4 Travel + +You may be expected to travel to McMaster University or North York (the location of the business) for work. Save your receipts because the company may pay for that if outlined prior. + +5 Conflict of Interest +---------------------- + +During the term of the Worker's active employment with the Employer, the Worker will not, directly or indirectly, engage or participate in any other business activities that the Employer, in its reasonable discretion, determines to be in conflict with the best interests of the Employer without the written consent of the Employer, which consent will not be unreasonably withheld. + +6 Confidential Information +-------------------------- + +* All passwords used for the purpose of the Employer must be communicated via an encrypted method of communication or in person +* Passwords must be stored in an encrypted password database of which only the Worker has access to. +* Passwords can only be distributed to the parties authenticated by the Employer +* Any storage of the Employer's passwords must be erased immediately following termination +* The Worker agrees that upon request of the Employer or termination, the employee will turn over to the Employer all confidential information belonging to the Employer including but not limited to all documents, plans, specifications, disks or other computer media, passwords, as well as any duplicates or backups made of that Confidential Information in whatever form or media, in the possession or control of the Worker. +* Confidential Information does not include information which: + * Is or becomes generally available to the public other than as a result of a disclosure by the Employer in breach of this Agreement + * Was within the Worker's possession prior to its disclosure to the Employer by or on behalf of Employer provided that the source of such information was not known by the Worker to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Employer or any other party with respect to such information + * Becomes available to the Worker on a non-confidential basis from a source other than the Employer or any of its Representatives, provided that such source is not bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to the Employer, or any other party with respect to such information; or + * Was developed by the Worker independently without reference to Confidential Information. +* The Worker shall use the Confidential Information solely for the purpose of providing the Services hereunder, and that the Confidential Information will be kept confidential and that the Worker will not disclose any of the Confidential Information in any manner whatsoever except as strictly required to provide the Services hereunder as directed by the Employer. + +7 Termination +------------- + +The Employer reserves all rights to terminate the Worker at any time. The Worker is entitled to a reference letter and a reason for firing. That means the worker will have to re-apply to continue to work for the company. + +Leaving the company for any reason whether it be because you are being fired or quitting will cancel any vesting. + +8 Non-Competition +------------------- + +Except with the Employer’s prior written consent, throughout the Term and for an additional period of six (6) months thereafter, the Workers shall not, directly or indirectly, provide or assist in providing services the same or similar to the Employer to a person or entity that is a provider of products and services which are competitive under the relevant Statement of Work. + +9 Other Legal Stuff +--------------------- + +###9.1 Liability and Indemnification + +The Worker, shall jointly and severally defend, indemnify and hold harmless the Employer and the Employer's employees from and against all claims, liabilities and expenses (including reasonable attorney’s fees, costs and disbursements) arising from or relating to any breach of this Agreement and any act or omission of the Worker in carrying out the Consulting Services. + +###9.2 Equitable Remedies + +In the event of a breach, or threatened breach, of any of the sections of this Agreement, the Parties agree that the harm suffered by the Employer would not be compensable by monetary damages alone and, accordingly, that the Employer shall, in addition to other available legal or equitable remedies, be entitled to an injunction against such breach or threatened breach. The Worker hereby irrevocably agree(s) to waive as a defence any issue as to the injured Employer’s right to seek an injunction as an appropriate remedy. + +###9.3 Law + +This Agreement shall be governed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the Province of Ontario and any appellate court thereof in any action or proceeding arising out of or relating to this Agreement. + +###9.4 Counterparts + +This Agreement and its Schedules may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together shall be deemed to constitute one and the same instrument. + +###10.5 Severability + +The parties hereto agree that in the event any article or part thereof of this agreement is held to be unenforceable or invalid then said article or part shall be struck and all remaining provision shall remain in full force and effect. + +No failure or delay by either party to this Agreement in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement. + +###10.6 Modification + +Any amendment or modification of this Agreement or additional obligation assumed by either party in connection with this Agreement will only be binding if evidenced in writing signed by each party or an authorized representative of each party. + +If your duties or compensation should change during the course of your employment with Company, the validity of this agreement will not be affected. + +Agreement is subject to change, but backups of the current version of the agreement you agree to will be backed up and available online. \ No newline at end of file diff --git a/independent contractor.md b/independent contractor.md new file mode 100644 index 0000000..01d127c --- /dev/null +++ b/independent contractor.md @@ -0,0 +1,85 @@ +--- +title: INDEPENDENT CONTRACTOR AGREEMENT +layout: post +--- + +This independent contractor agreement (the “Agreement”) is made and entered into as of the “Effective Date” between [NAME OF COMPANY] (the “Company”), a [STATE][TYPE OF COMPANY], and [NAME OF CONTRACTOR], a [STATE][TYPE OF COMPANY] (the “Contractor”) (collectively, the “Parties”). + +The Company requests the Contractor to perform services for it and may request the Contractor to perform other services in the future; and + +The Parties therefore agree as follows: + +1.0. Term and Termination. + +1.1. This Agreement takes effect immediately as of the Effective Date, and remains in full force and effect until the Contractor has completed the Services (the "Term"), unless earlier terminated under this Section 1. + +1.2. Either Party may terminate this Agreement for cause by providing the other Party written notice if the other Party: (i) is in material breach of this Agreement and has failed to cure such breach within five (5) days after its receipt of written notice of such breach provided by the non-breaching Party; (ii) engages in any unlawful business practice related to that Party's performance under the Agreement; or (iii) files a petition for bankruptcy, becomes insolvent, acknowledges its insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or has a receiver, trustee or similar party appointed for its property. + +2.0. Contractor Services. + +2.1. During the Term, the Company may engage the Contractor to provide the following services as needed (the "Services"), or other such services as mutually agreed upon in writing by the Parties (email is acceptable): + +2.2. The Contractor shall provide the necessary equipment to perform the Services. If the Contractor has obtained employees or agents (the "Contractor Personnel"), the Contractor shall be solely responsible for all costs associated with the Contractor Personnel. + +Describe all of the services the contractor is expected to perform under this agreement, or otherwise reference an attached schedule of services. + +2.3 As a result of providing the Services, the Contractor or Contractor Personnel may create certain work product (the "Work Product"). + +2.4. The Contractor shall notify the Company of any change(s) to the Contractor’s schedule that could adversely affect the availability of the Contractor, whether known or unknown at the time of this Agreement, no later than _____ prior to such change(s). If the Contractor becomes aware of such change(s) within the ____ period, the Contractor shall promptly notify the Company of such change(s) within a reasonable amount of time. + +2.5. The work performed by the Contractor shall be performed at the following rate: _______________. The Contractor shall issue invoices to the Company's accounts payable department within ___ days of completing the Services, unless otherwise instructed by the Company, and provide documentation as instructed by the Company's accounts payable department. The Company shall remit payment to the Contractor within ___ days of receiving the invoice from the Contractor. + +2.6. The Company shall not be responsible for federal, provincial and local taxes derived from the Contractor's net income or for the withholding and/or payment of any federal, provincial and local income and other payroll taxes, workers' compensation, disability benefits or other legal requirements applicable to the Contractor. + +3.0. Independent Contractor Status. + +3.1. The Parties intend that the Contractor and any Contractor Personnel be engaged as independent contractors of Company. Nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. + +3.2. The Contractor may not act as agent for, or on behalf of, the Company, or to represent the Company, or bind the Company in any manner. + +3.3. The Contractor will not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of the Company. + +4.0. Ownership. + +4.1. The Parties intend that, to the extent the Work Product or a portion of the Work Product qualifies as a "work made for hire," within the definition of Section 101 of the Copyright Act of the United States (17 U.S.C. § 101), it will be so deemed a work made for hire. If the Work Product or any portion of the Work Product does not qualify as work made for hire, and/or as otherwise necessary to ensure the Company's complete ownership of all rights, titles and interest in the Work Product, the Contractor shall transfer and assign to the Company all rights, titles and interests throughout the world in and to any and all Work Product. This transfer and assignment includes, but is not limited to, the right to publish, distribute, make derivative works of, edit, alter or otherwise use the Work Product in any way the Company sees fit. + +4.2. The Company grants the Contractor, a limited, non-exclusive, non-transferable, non-assignable, royalty free, worldwide license to display the Work Product on a platform personally controlled, in whole or in part, by the Contractor. The Company may revoke this license at any time by requesting the removal of the Work Product displayed by the Contractor. Upon such request, the Contractor shall remove the Work Product from the platform, and provide written notification of such removal. + +5.0. Representations. Both Parties represent that they are fully authorized and empowered to enter into this Agreement, and that the performance of the obligations under this Agreement will not violate or infringe upon the rights of any third-party, or violate any agreement between the Parties and any other person, firm or organization or any law or governmental regulation. + +6.0. Indemnification. The Contractor shall indemnify and hold harmless the Company, its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, the Contractor’s services under this Agreement. + +7.0. Confidential Information. + +7.1 Each Party (on its behalf and on behalf of its subcontractors, employees or representatives, or agents of any kind) agrees to hold and treat all confidential information of the other Party, including, but not limited to, trade secrets, sales figures, employee and customer information and any other information that the receiving Party reasonably should know is confidential (“Confidential Information”) as confidential and protect the Confidential Information with the same degree of care as each Party uses to protect its own Confidential Information of like nature. + +7.2 Confidential Information does not include any information that (i) at the time of the disclosure or thereafter is lawfully obtained from publically available sources generally known by the public (other than as a result of a disclosure by the receiving Party or its representatives); (ii) is available to the receiving Party on a non-confidential basis from a source that is not and was not bound by a confidentiality agreement with respect to the Confidential Information; or (iii) has been independently acquired or developed by the receiving Party without violating its obligations under this Agreement or under any federal or provincial law. + +8.0. Liability. EXCEPT WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BODILY INJURY, DEATH, LOSS OF REVENUE, OR PROFITS OR OTHER BENEFITS, AND CLAIMS BY ANY THIRD PARTY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS. + +9.0. Disclaimer of Warranty. THE WARRANTIES CONTAINED HEREIN ARE THE ONLY WARRANTIES MADE BY THE PARTIES HEREUNDER. EACH PARTY MAKES NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT PROVIDE ANY WARRANTY THAT OPERATION OF ANY SERVICES HEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE. + +10.0 Miscellaneous Provisions. + +10.1. This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement. + +10.2. This Agreement may be amended only by written agreement duly executed by an authorized representative of each party (email and Skype messages are acceptable). + +10.3. If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement. + +10.4. This Agreement shall not be assigned by either party without the express consent of the other party. + +10.5. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege. + +10.6. This Agreement is be governed by and construed in accordance with the laws of the PROVINCE OF ONTARIO, CANADA without reference to any principles of conflicts of laws, which might cause the application of the laws of another region. Any action instituted by either party arising out of this Agreement will only be brought, tried and resolved in the applicable federal or provincial courts having jurisdiction in the PROVINCE OF ONTARIO, CANADA. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, PROVINCIAL AND FEDERAL, HAVING JURISDICTION IN THE PROVINCE OF ONTARIO, CANADA. + +11.0 EXPORT RESTRICTIONS + +The SOFTWARE PRODUCTS are of U.S. origin for purposes of U.S. export control laws. You agree to comply with all applicable international and national laws that apply to the SOFTWARE PRODUCTS, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. For additional information, see http://www.microsoft.com/exporting/ + +Inputs: + +* Effective or Current Dat +* e (YYYY-MM-DD) +* Timestamp (verification) +* Name of contractor \ No newline at end of file