This Client Agreement ("Agreement") is entered into effective as of the Effective Date between:
PHOENIX KNIGHT FINANCIAL SERVICES LTD., a company registered under the laws of British Columbia, Canada, and having its principal place of business at [Address] ("PKFS") and CLIENT, as detailed above in the Client Personal Information table. (here in afer referred to as the "Client", and together with PKFS, the “Parties”)
WHEREBY PKFS agrees to provide professional services to the Client (as described below), and Client wishes to receive these services from PKFS, in accordance with the terms of this Agreement:
1. SERVICES PROVIDED
1.1 All services provided to the Client by PKFS shall be detailed in wriBng in Schedule A and agreed to by the ParBes (the “Services”).
1.2 PKFS will provide the Services to the Client on an as-needed basis only, as requested in writing by the Client.
1.3 The number and scope of Services provided by PKFS may be adjusted anytime, subject to a writen request from the Client and mutual agreement between the Parties.
2. PAYMENT TERMS
2.1 The fees for the Services are provided in Schedule B of this Agreement.
2.2 The Client agrees to pay PKFS for Services that are agreed to and provided to the Client, upon receipt of an invoice from PKFS.
2.3 PKFS will maintain a Statement of Account detailing the Services completed for the Client, and their associated fees, which shall be made available to the Client at their request.
2.4 PKFS shall invoice the Client monthly for the Services provided during the previous period.
2.5 Payment of an invoice shall be made by the Client within thirty (30) days of the date of the invoice.
3. TERM AND TERMINATION
3.1 This Agreement shall commence on the Effective Date and terminate automatically after six (6) months (the “Term”), unless terminated by either Party upon thirty (30) days wriEen noBce provided to the other Party.
3.2 The Term of this Agreement may be extended for an addiBonal period, subject to the wriEen request of the Client and agreement of the ParBes.
3.3 At the end of the Term, or in any event of terminaBon of this Agreement, the Client agrees to pay PKFS for all Services rendered up to the date of terminaBon, in accordance with the payment terms outlined in this Agreement.
4. CONFIDENTIALITY
4.1 PKFS agrees to keep all informaBon provided by the Client confidenBal and to use it solely for the purpose of providing the agreed-upon Services.
4.2 The Client agrees to provide PKFS with all necessary informaBon and documentaBon for the provision of Services and warrants that such informaBon is accurate and complete.
5. REPRESENTATIONS AND WARRANTIES
5.1 Each Party represents and warrants to each other Party as follows:
5.1.1 It is a corporaBon duly incorporated and validly exisBng under the laws of its jurisdicBon of incorporaBon and has not been dissolved;
5.1.2 It has the capacity, authority and power to execute and deliver this Agreement and to perform its obligaBons hereunder. This Agreement has been validly authorized, executed and delivered by it and consBtutes a legal, valid and binding obligaBon of it, enforceable against it in accordance with its terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganizaBon and similar laws affecBng creditors’ rights generally, and (ii) as such enforceability may be limited by general principles of equity, regardless of whether asserted in a proceeding in equity or law;
5.1.3 Neither this Agreement nor the performance by it of its obligaBons hereunder breaches or conflicts (or will breach or conflict with) the terms of its constaBng documents, any material agreement or any license, permit, authorizaBon, order, exempBon or approval to which it is a party or beneficiary or by which it is bound or that is otherwise applicable to it or its business as currently conducted or as contemplated hereby; and
5.1.4 It has operated its business in compliance in all material respects with all applicable laws in each jurisdicBon in which it carries on business. It has not
received any noBce that any violaBon of any law relaBng to the operaBon of the business is being alleged by any governmental, administraBve or regulatory authority. It is duly licensed, registered and qualified, and duly possesses all licenses, permits, authorizaBons, orders, exempBons and approvals necessary to carry on the business as now conducted in compliance with all applicable laws.
6. INDEMNITY
6.1 Each Party (an “Indemnifier”) hereby agrees to indemnify and hold harmless the other Party, its officers, agents and employees (an “Indemnitee”) from and against any and all liability, loss, costs, damages and expenses (including legal fees), causes of acBon, acBons, claims or demands made against or incurred by an Indemnitee resulBng from any breach by an Indemnifier of any of its obligaBons pursuant to this Agreement.
7. NON-SOLICITATION
7.1 Each Party represents and warrants to the other that it will not solicit business away from the other. Specifically, without limitaBon, each Party represents and warrants to the other Party that it will not, directly or indirectly, induce or aEempt to induce any clients, partners, employees or contractors to transact outside of the provisions of this Agreement.
8. DISPUTE RESOLUTION
8.1 Dispute Resolu&on. All disputes, controversies or claims arising out of, relaBng to, or in respect of this Agreement, including any issue regarding its existence, validity, enforceability, interpretaBon, breach or terminaBon (each a "Dispute") shall be resolved in accordance with the terms of this Agreement.
8.2 This Agreement shall be governed by and construed in accordance with the laws of the province of BriBsh Columbia and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the province of BriBsh Columbia or any other jurisdicBon) that would cause the applicaBon of Laws of any jurisdicBon other than those of the province of BriBsh Columbia.
9. GENERAL
9.1 No&ces. Any noBce or other communicaBon required or permiEed to be given hereunder to a Party will be in wriBng and (1) delivered personally to the individual representaBve of that Party indicated below, or (2) transmiEed by electronic mail to the Party at the address below (or at such other address as a Party may have given noBce of to the other Party). Any noBce that is personally delivered to an officer of a Party will be deemed to have been received on the day it is delivered (but if that day is not a business day, then the noBce will be deemed to have been received on the next business day).
NoBce Bme is to be 5pm local Bme, from where noBce was sent.
9.2 Currency. All references to money amounts in this Agreement are to Canadian currency and all payments to be made under this Agreement will be made in Canadian currency.
9.3 En&re Agreement. This Agreement, which includes Schedule “A”, contains the enBre agreement between the ParBes in respect of the subject maEer hereof and supersedes and replaces all previous wriEen and oral agreements between the ParBes with respect to the subject maEer. The ParBes waive any right to assert a claim based on any pre- contractual representaBons, negligence or otherwise, made by a Party or its representaBves.
9.4 Amendment in Wri&ng. This Agreement will not be deemed to be or interpreted as having been amended as a result of any oral communicaBon between the ParBes or as a result of any pracBce between the ParBes, but all amendments to this Agreement will be in wriBng and will be executed by both ParBes.
9.5 Benefit of this Agreement. This Agreement will ensure to the benefit of and be binding upon the ParBes and their respecBve successors and administrators.
9.6 Counterparts. This Agreement, any amendment hereof and any documents contemplated herein may be executed in separate counterparts, each of which will be
deemed to be an original, and all such counterparts will together be deemed to be one and the same instrument.
9.7 Electronic Delivery. This Agreement and any documents contemplated by it, once signed by a Party, may be delivered by that Party to the other Party by the transmission by email of electronic documents in “.pdf” format. A Party delivering this Agreement or another document in “.pdf” format will, immediately following a request by the other Party, provide such other Party with an originally executed copy of this Agreement or
such other document (as the case may be).
9.8 Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the Province of BriBsh Columbia the ParBes consents to the exclusive jurisdicBon of the courts of BriBsh Columbia, located in Vancouver, with respect to all disputes arising under this Agreement.
9.9 Severability. If any secBon or any porBon of any secBon of this Agreement is determined to be unenforceable or invalid for any reason whatsoever that
unenforceability or invalid it will not affect the enforceability or validity of the remaining porBons of this Agreement and such unenforceable or invalid secBon or porBon thereof will be deemed to be severed from the remainder of this Agreement.
9.10 Independent Advice. The ParBes acknowledge that they have each had, or had the opportunity to obtain independent advice, they each understand their rights and obligaBons under this Agreement, they are each signing this Agreement voluntarily; and that notwithstanding any rule or maxim of construcBon to the contrary, any ambiguity
or uncertainty will not be construed against any Party by reason of the authorship of any of the provisions hereof.
10. Assignment.
Neither Party may assign this Agreement without the prior wriEen consent of the other Party. Notwithstanding the foregoing, either Party may assign this Agreement to an affiliate of that Party or to any person that acquires all or substanBally all the assets of that Party but shall provide the other Party with prior wriEen noBce of such assignment.
11. Parties’ Expenses.
The ParBes shall each carry and pay all their respecBve costs, charges and expenses incurred by it in the performance of this Agreement.
