Service Agreement

WSIB Excellence Program with OSG

This SERVICE AGREEMENT (hereafter called the “Agreement”) is made and entered into by and between:

BETWEEN:

Occupational Safety Group Inc.
3330 Dingman Drive, London, ON, N6E 3W8
(hereinafter referred to as “OSG”)

And

The organization and/or individual listed as having accepted the Quote for services
(hereinafter referred to as the “Client”)
(each, a “Party”; collectively, the “Parties”)

WHEREAS OSG is engaged in the business of providing a membership service and access to Workplace Safety and Insurance Board’s (“WSIB”) Excellence Program as a WSIB approved Provider (as defined herein);

AND WHEREAS the Client wishes to engage OSG, and OSG accepts such engagement to provide services outlined in Schedule A (hereinafter referred to as “Services”);

NOW THEREFORE, this Agreement witnesses that, in consideration of the mutual covenants hereinafter sets out and for other good and valuable consideration, the adequacy and receipt of which are acknowledged, the Parties agree as follows:

1. Term

The initial term of this Agreement is valid for one program cycle. The program cycle commences upon acceptance of service and ends on the date upon which the Client receives the validation results from WSIB.

2. Fees and Payment
Client will pay OSG as outlined in Schedule “B”, in Canadian funds, plus applicable taxes. The Client is responsible for all Fees (as defined in Schedule B) during the Term. The fees are non-refundable.

3. Termination
OSG may immediately terminate this Agreement where:

(a) the Client has failed to remedy any overdue and outstanding accounts within seven (7) days of the date of written notice from OSG;
(b) the Client makes a material misrepresentation or omission or provides materially inaccurate information to OSG or WSIB; or
(c) the Client ceases to carry on business, is unable to pay its debts when they fall due, is declared bankrupt, or an order is made or a resolution passed for the winding up of the Client or the appointment of an administrator, receiver, or liquidator of the Client

(each, a “Termination Event”).
As of the date of the Termination Event, any outstanding Fees shall become due and owing.

4. Relationship
OSG agrees to perform Services in such a manner as is in the best interest of the Client and abide by any applicable laws and professional standards in performance of its Services.

It is agreed that this Agreement shall not create any partnership, joint venture, employer/employee, principal/agent or any other relationship between OSG and the Client except of the independent contractor and contractee.
OSG shall have no authority to and agrees that it shall not enter into, incur, make, change, enlarge or modify any contract, liability, obligation, representation, guarantee, warranty or commitment on behalf of the Client, unless expressly requested to do so by the Client.

5. Client Acknowledgment
The Client acknowledges and agrees that OSG has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guarantees of any kind or character whatsoever, whether express or implied, oral or written, past, present, or future, with respect to the Client achieving a successful validation from WSIB. The Client further acknowledges and agrees that the services being offered by OSG are for educational and informative purposes only. The Client acknowledges and agrees that if the Client is eligible for any rebates from WSIB, such rebates shall not be paid by or from OSG and under no circumstance will OSG be responsible for any unpaid rebates from WSIB.

6. Confidentiality
OSG acknowledges that during the provision of Services, it will be exposed to private and confidential business information belonging to the Client and its affiliates, employees, associates, and clients. OSG agrees to not use, directly or indirectly, for its own account or for the account of any person, firm, corporation or other entity or disclose to any person, firm, corporation or other entity, any information regarding the Client or its affiliates, associates or clients, disclosed or entrusted to OSG or developed or generated by OSG in the performance of Services, including but not limited to information relating to the Client or its affiliates', associates', clients', or partners’ organizational structure, operations, business plans, marketing strategies, technical projects, products, services, pricing data, financial information, business costs, research data results, inventions, trade secrets, customers lists, customer prices or other work produced, or developed for the Client or its affiliates, associates or clients.

With respect to all confidential information and other documents of the Client in its possession, OSG acknowledges that it is in a position of trust and subject to a fiduciary duty to use the information only in the interests of the Client and its business.

The provisions of this Section 4 shall not apply to any proprietary, confidential or secret information which, at the commencement of the Term, or at some later date, is or becomes publicly known under circumstances involving no breach of this Agreement or is lawfully and in good faith made available to OSG without restrictions as to disclosure to a third party.

7. Non-Solicitation of Employees / Contractors
The Client agrees that during the currency of this Agreement and for three (3) years following the date of termination of this Agreements hereunder it shall not solicit the employees and/or contractors of OSG for the purpose of offering them employment or otherwise seeking services reasonably similar to those herein.

8. Governing Law
This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and laws of Canada applicable therein. The Client and OSG each hereby agree to be bound to the jurisdiction of the courts of the Province of Ontario.

9. Limitation of Liability
To the extent permitted by applicable law, the Client agrees that the OSG’s maximum aggregate cumulative liability to the Client for all past, present and future claims, demands, actions, causes of actions, requests, lawsuits, judgments, damages, costs, expenses, prejudices or losses, excluding fraud related claims, in relation to or arising under this Agreement (whether for breach of contract, strict or statutory liability, negligence or any other legal or equitable theory) shall be limited to the total payment liability of the Client under this Agreement. The Client hereby agrees that OSG shall not be liable for any indirect, special or consequential damages of any type or nature arising out of or relating to the performance of its obligations under this Agreement.

10. Intellectual Property
Nothing in this Agreement shall constitute the sale or assignment of the intellectual property rights of OSG in the written materials presented and oral information provided as part of the delivery of the services. The delivery of such materials and information is done so on the basis that the Client is granted a limited, non-assignable, license for use of the materials for the express purpose provided in the Agreement in the ordinary business of the Client and for no other purpose. Nothing set forth herein shall be construed to grant the Client any rights, title or interest in any materials, processes, improvements, designs, patents, copyright, trade secret or other intellectual property rights which are owned, controlled, conceived, created, written, developed, or reduced to practice by OSG.

11. General Provisions

11.1 This Agreement constitutes the entire understanding between the Parties and supersedes all prior verbal, written or implied agreements, representations or warranties with respect to the subject matter hereof.

11.2 This Agreement cannot be modified except by written instrument signed by both Parties hereto.

11.3 If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, such enforceability or invalidity shall not affect the enforceability or validity of the remaining provisions of this Agreement and such provision shall be severable from the remainder of this Agreement.

11.4 This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties hereto shall be governed by, the laws of the province of Ontario and such other federal laws applicable therein. Any disputes shall be exclusively resolved by arbitration before a single arbitrator in accordance with the Arbitration Act (Ontario), 1991, S.O. 1991, c. 17 (the “Act”). The place of the arbitration shall be London, Canada. All awards of the arbitrator are final, binding and unappealable, except for an appeal on a question of law in accordance with the Act.

11.5 No waiver, whether by conduct or otherwise, of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided in an instrument duly executed by the party to be bound by it.

11.6 This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. This Agreement may not be assigned by the Client without the express written consent of OSG. OSG may assign this Agreement without obtaining consent from the Client.

11.7 This Agreement shall be executed by facsimile and in any number of counterparts and, if so executed, shall be legal, valid, binding and enforceable to the same extent as if signed by all Parties.

Schedule A: Services
As an approved provider of WSIB’s Excellence Program, OSG will assist in providing guidance to the Client with their WSIB Excellence Program Action Plan, Topic Selection, as well as Topic development, implementation and evaluation.

OSG will provide / assist the client with:

• Access to WSIB’s digital portal
• Guidance on the selection of WSIB’s health and safety topics
• OSG curated guides based on best practices specific to the health and safety topics selected by the Client
• Multiple facilitated Health and Safety webinars that support adult learning principles based on client needs related to chosen health and safety topics
• Three (3) individualized meetings with OSG’s Advisors
• Review and feedback of topic evidence prior to submission to WSIB
• During validation, should the Client receive notification that evidence provided for a topic is incomplete, OSG will support the client in identifying gaps and making improvements

The Client understands that the onus of timelines and successful WSIB validation is not an OSG responsibility – OSG’s responsibility is to advise and guide the client throughout the process.

The Client understands that services provided are digital, with examples including but not limited to: email, video conferencing, webinars, and telephone calls.

The Client may make inquiries with OSG at any time via excellenceprogram@osg.ca and OSG commits to responding to each request within 1 business day.

Timelines:

During the Validation process, should the Client’s topic evidence be identified as incomplete, OSG commits to providing support within 3 business days of notification. The gaps identified need to be addressed by the client within 60 calendar days of notification.

Schedule B: Fees

WSIB’s Excellence Program with OSG are per WSIB account number for each employer. OSG’s pricing is a flat fee of $2,000 per action plan submitted.

The Client agrees to pay a one-time fee at the commencement of each and every program cycle. The service fee is $2,000.00 +HST. The service fee is due and payable one day after quote approval.

Any services rendered outside of Schedule A will incur additional charges. The parties will enter into a separate agreement for the performance of services outside of the scope set out in Schedule A.